As filed with the Securities and Exchange Commission on April 29, 1998
    
                                            File Nos. 2-57653; 811-07597

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form N-1A



REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          / X /

        Pre-Effective Amendment No. ___                          /___/

   
        Post-Effective Amendment No. 37                          / X /
    


                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940                                                      / X /

   
        Amendment No. 29                                         / X /
    

                        (Check appropriate box or boxes)

                          PIONEER TAX-FREE INCOME FUND
               (Exact name of registrant as specified in charter)


                  60 State Street, Boston, Massachusetts 02109
                (Address of principal executive office) Zip Code


       Registrant's Telephone Number, including Area Code: (617) 742-7825

   
                  Joseph P. Barri, Hale and Dorr LLP, 60 State
                       Street, Boston, MA 02109 (Name and
                          address of agent for service)
    


It is proposed that this filing will become effective (check appropriate box):

It is proposed that this filing will become effective:
          ____  immediately upon filing pursuant to paragraph (b)
           _X_  on April 30, 1998 pursuant to paragraph (b)
           ____ 60 days after filing pursuant to paragraph (a)(1)
           ____ on [date] pursuant to paragraph(a)(1)
           ____ 75 days after filing pursuant to paragraph (a)(2)
           ____ on [date] pursuant to paragraph (a)(2)of Rule 485

   
If appropriate, check the following box: 
___This post-effective amendment designates a new effective date for a 
previously filed post-effective amendment.


Title of Securities Being Registered:  Shares of Beneficial Interest (without 
par value)
    

<PAGE>




                          PIONEER TAX-FREE INCOME FUND

            Cross-Reference Sheet Showing Location in Prospectus and
         Statement of Additional Information of Information Required by
                         Items of the Registration Form


                                                       Location in Prospectus
        Form N-1A Item Number                              or Statement of
             and Caption                               Additional Information
             -----------                               ----------------------

1.   Cover Page...................................     Prospectus - Cover Page

2.   Synopsis.....................................     Prospectus - Expense
                                                       Information

3.   Condensed Financial
        Information...............................     Prospectus - Financial
                                                       Highlights

4.   General Description of
        Registrant................................     Prospectus - Investment
                                                       Objective and Policies;
                                                       Management of the Fund

5.   Management of the Fund.......................     Prospectus - Management
                                                       of the Fund
5A   Management's Discussion of
     Fund Performance..............................      Not Applicable

6.   Capital Stock and Other
        Securities................................     Prospectus - Investment
                                                       Objective and Policies;
                                                       Fund Share Alternatives;
                                                       Share Price; Dividends,
                                                       Distributions and
                                                       Taxation

7.   Purchase of Securities
        Being Offered.............................     Prospectus - Distribution
                                                       Plans; How to Buy Fund
                                                       Shares

8.   Redemption or Repurchase.....................     Prospectus - How to Sell
                                                       Fund Shares; Shareholder
                                                       Services

9.   Pending Legal
        Proceedings...............................     Not Applicable

10.  Cover Page...................................     Statement of Additional
                                                       Information - Cover Page

11.  Table of Contents............................     Statement of Additional
                                                       Information - Cover Page

12.  General Information
        and History...............................     Statement of Additional
                                                       Information - Cover Page;
                                                       Management of the Fund;
                                                       Shares of the Fund
13.  Investment Objectives
        and Policy................................     Statement of Additional
                                                       Information - Investment
                                                       Objective and Policies;
                                                       Investment Restrictions

<PAGE>
                                                       Location in Prospectus
        Form N-1A Item Number                              or Statement of
             and Caption                               Additional Information
             -----------                               ----------------------

14.  Management of the Fund.......................     Statement of Additional
                                                       Information - Management
                                                       of the Fund; Investment
                                                       Adviser

15.  Control Persons and
        Principal Holders
        of Securities.............................     Statement of Additional
                                                       Information - Management
                                                       of the Fund

16.  Investment Advisory and
        Other Services............................     Statement of Additional
                                                       Information - Management
                                                       of the Fund; Investment
                                                       Adviser; Shareholder
                                                       Servicing/Transfer Agent;
                                                       Underwriting Agreement
                                                       and Distribution Plans;
                                                       Principal Underwriter;
                                                       Custodian; Independent
                                                       Public Accountant

17.  Brokerage Allocation and
        Other Practices...........................     Statement of Additional
                                                       Information - Portfolio
                                                       Transactions

18.  Capital Stock and Other
        Securities................................     Statement of Additional
                                                       Information - Shares of
                                                       the Fund

19.  Purchase, Redemption and
        Pricing of Securities
        Being Offered.............................     Statement of Additional
                                                       Information -
                                                       Determination of Net
                                                       Asset Value; Letter of
                                                       Intention; Systematic
                                                       Withdrawal Plan

20.  Tax Status...................................     Statement of Additional
                                                       Information - Tax Status
                                                       and Dividends

21.  Underwriters.................................     Statement of Additional
                                                       Information - Principal
                                                       Underwriter

22.  Calculation of Performance
        Data......................................     Statement of Additional
                                                       Information - Investment
                                                       Results

23.  Financial Statements.........................     Statement of Additional
                                                       Information - Financial
                                                       Statements

<PAGE>

                                                                  [Pioneer logo]
Pioneer
Tax-Free
Income
Fund

   
Class A, Class B and Class C Shares
Prospectus
April 30, 1998
    

      Pioneer Tax-Free Income Fund (the "Fund") seeks as high a level of income
exempt from regular federal income tax as possible, consistent with
preservation of capital. The Fund invests primarily in a diversified portfolio
of tax-exempt bonds.
      Fund returns and share prices fluctuate and the value of your account upon
redemption may be more or less than your purchase price. Shares in the Fund are
not deposits or obligations of, or guaranteed or endorsed by, any bank or other
depository institution, and the shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other government
agency.
   
      This Prospectus provides information about the Fund that you should know
before investing. Please read and retain it for future reference. More
information about the Fund is included in the Statement of Additional
Information, dated April 30, 1998, as supplemented or revised from time to
time, which is incorporated by reference into this Prospectus. A copy of the
Statement of Additional Information may be obtained free of charge by calling
Shareholder Services at 1-800-225-6292 or by written request to the Fund at 60
State Street, Boston, Massachusetts 02109. Other information about the Fund has
been filed with the Securities and Exchange Commission (the "SEC") and is
available upon request and without charge by calling 1-800-225-6292 or through
the SEC's Internet web site (http://www.sec.gov).

<TABLE>
<CAPTION>
          TABLE OF CONTENTS                                         PAGE
          -------------------------------------------------------   -----
<S>       <C>                                                       <C>
I.        EXPENSE INFORMATION ...................................      2
II.       FINANCIAL HIGHLIGHTS ..................................      2
III.      INVESTMENT OBJECTIVE AND POLICIES .....................      4
IV.       MANAGEMENT OF THE FUND ................................      6
V.        FUND SHARE ALTERNATIVES ...............................      7
VI.       SHARE PRICE ...........................................      8
VII.      HOW TO BUY FUND SHARES ................................      8
VIII.     HOW TO SELL FUND SHARES ...............................     12
IX.       HOW TO EXCHANGE FUND SHARES ...........................     13
X.        DISTRIBUTION PLANS ....................................     13
XI.       DIVIDENDS, DISTRIBUTIONS AND TAXATION .................     14
XII.      SHAREHOLDER SERVICES ..................................     15
           Account and Confirmation Statements ..................     15
           Additional Investments ...............................     15
           Automatic Investment Plans ...........................     15
           Financial Reports and Tax Information ................     16
           Distribution Options .................................     16
           Directed Dividends ...................................     16
           Direct Deposit .......................................     16
           Voluntary Tax Withholding ............................     16
           Telephone Transactions ...............................     16
           FactFone(SM)..........................................     16
           Telecommunications Device for the Deaf (TDD) .........     16
           Systematic Withdrawal Plans ..........................     16
           Reinstatement Privilege (Class A shares only) ........     17
XIII.     THE FUND ..............................................     17
XIV.      INVESTMENT RESULTS ....................................     17
XV.       APPENDIX--TAXABLE EQUIVALENT YIELDS ...................     19
</TABLE>
    

                             --------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

I. EXPENSE INFORMATION

   
     This table is designed to help you understand the charges and expenses
that you, as a shareholder, will bear directly or indirectly when you invest in
the Fund. The table reflects annual operating expenses based upon actual
expenses incurred for the fiscal year ended December 31, 1997.

<TABLE>
<CAPTION>
                                                Class A         Class B        Class C
                                             -------------   -------------   ----------
<S>                                              <C>            <C>            <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on
  Purchases (as a percentage of
  offering price) ........................       4.50%(1)       None           None
Maximum Sales Charge on
  Reinvestment of Dividends ..............       None           None           None
Maximum Deferred Sales Charge (as a
  percentage of purchase price or
  redemption proceeds, as applicable)            None(1)        4.00%          1.00%
Redemption Fee(2) ........................       None           None           None
Exchange Fee .............................       None           None           None
Annual Operating Expenses
  (as a percentage of average net assets):
Management Fees ..........................       0.48%          0.48%          0.48%
12b-1 Fees ...............................       0.25%          1.00%          1.00%
Other Expenses (including accounting
  fees, transfer agent fees, custodian
  fees and printing expenses)(3) .........       0.18%          0.18%          0.19%
                                                 -----          ----           ----
Total Operating Expenses: ................       0.91%          1.66%          1.67%
                                                 =====          ====           ====
</TABLE>
    

--------------------

(1)  Purchases of $1 million or more and purchases by participants in certain
     group plans are not subject to an initial sales charge but may be subject
     to a contingent deferred sales charge ("CDSC") as further described under
     "How to Sell Fund Shares."
   
(2)  Separate fees (currently $10 and $20, respectively) apply to United States
     ("U.S.") and international wire transfers of redemption proceeds.

(3)  Expenses are net of amounts paid in connection with third-party
     brokerage/service and/or certain expense offset arrangements. In the
     absence of such arrangements Other Expenses would have been 0.20%, 0.20%
     and 0.22% for Class A, B and C shares, respectively. See "Financial
     Highlights."
    

 Example:
   
     You would pay the following expenses on a $1,000 investment, with or
without redemption at the end of each time period, assuming a 5% annual return,
reinvestment of all dividends and distributions and that the percentage amounts
listed under "Annual Operating Expenses" remain the same each year.

<TABLE>
<CAPTION>
                              1 Year    3 Years   5 Years     10 Years
                              --------  --------- ---------   ---------
<S>                           <C>       <C>       <C>         <C>
Class A Shares .........      $54       $73       $ 93        $ 152
Class B Shares
--Assuming complete
 redemption at end
 of period .............      $57       $82       $110        $ 177*
--Assuming no redemption      $17       $52       $ 90        $ 177*
Class C Shares**
--Assuming complete
 redemption at end
 of period .............      $27       $53       $ 91        $ 198
--Assuming no redemption      $17       $53       $ 91        $ 198
</TABLE>
    

--------------------
 *Class B shares convert to Class A shares eight years after purchase;
  therefore, Class A share expenses are used after year eight.

**Class C shares redeemed during the first year after purchase are subject to a
  1% CDSC.

     THE EXAMPLE IS DESIGNED FOR INFORMATION PURPOSES ONLY, AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURNS. ACTUAL FUND
EXPENSES AND RETURNS WILL VARY FROM YEAR TO YEAR AND MAY BE HIGHER OR LOWER
THAN THOSE SHOWN.

   
     For further information regarding management fees, Rule 12b-1 fees and
other expenses of the Fund see "Management of the Fund," "Distribution Plans"
and "How To Buy Fund Shares" in this Prospectus and "Management of the Fund"
and "Underwriting Agreement and Distribution Plans" in the Statement of
Additional Information. The Fund's payment of a Rule 12b-1 fee may result in
long-term shareholders paying more than the economic equivalent of the maximum
sales charge permitted under the Conduct Rules of the National Association of
Securities Dealers, Inc.
    

     The maximum initial sales charge is reduced on purchases of specified
larger amounts of Class A shares and the value of shares owned in other Pioneer
mutual funds is taken into account in determining the applicable initial sales
charge. See "How to Buy Fund Shares." No sales charge is applied to exchanges
of shares of the Fund for shares of other publicly available Pioneer mutual
funds. See "How to Exchange Fund Shares."

II. FINANCIAL HIGHLIGHTS
   
     The following information has been audited by Arthur Andersen LLP,
independent public accountants. Arthur Andersen LLP's report on the Fund's
financial statements as of December 31, 1997 appears in the Fund's Annual
Report which is incorporated by reference into the Statement of Additional
Information. The information listed below should be read in conjunction with
those financial statements. The information for the years from 1988 through
1993 has been derived from financial statements which were audited by the
Fund's then independent public accountants, Coopers & Lybrand. The Annual
Report includes more information about the Fund's performance and is available
free of charge by calling Shareholder Services at 1-800-225-6292.
    


                                       2

<PAGE>

II. FINANCIAL HIGHLIGHTS (continued)

PIONEER TAX-FREE INCOME FUND
Selected Data For a Class A Share Outstanding Throughout Each Period:

   
<TABLE>
<CAPTION>
                                              For the Year Ended December 31,
                                  -------------------------------------------------------
                                       1997          1996          1995          1994
                                  ------------- ------------- ------------- -------------
<S>                                  <C>           <C>           <C>           <C>
Net asset value, beginning of
 period .........................    $ 11.96       $ 12.36       $ 11.24       $ 12.68
                                     -------       -------       -------       -------
Increase (decrease) from
 investment operations:
Net investment income (loss)         $  0.59       $  0.62       $  0.64       $  0.64
Net realized and unrealized
 gain (loss) on investments             0.45         (0.21)         1.21         (1.44)
                                     -------       -------       -------       -------
Net increase (decrease) from
 investment operations ..........    $  1.04       $  0.41       $  1.85       $ (0.80)
Distribution to shareholders:
 Net investment income ..........      (0.59)        (0.62)        (0.64)        (0.64)
 Net realized gain ..............      (0.24)        (0.19)        (0.09)        (0.00)
                                     -------       -------       -------       -------
Net increase (decrease) in
 net asset value ................    $  0.21       $ (0.40)      $  1.12       $ (1.44)
                                     -------       -------       -------       -------
Net asset value, end of
 period .........................    $ 12.17       $ 11.96       $ 12.36       $ 11.24
                                     =======       =======       =======       =======
Total return* ...................       8.94%         3.57%        16.84%        (6.38%)
Ratios/Supplemental Data
------------------------
Ratio of net expenses to
 average net assets .............       0.93%+        0.92%+        0.91%+        0.91%
Ratio of net investment
 income to average
 net assets .....................       4.87%+        5.16%+        5.37%+        5.37%
Portfolio turnover rate .........         22%           44%           35%           55%
Net assets, end of period
 (in thousands) .................   $413,856      $441,733      $476,584      $452,661
Ratios assuming reduction
 for fees paid indirectly:
 Net expenses ...................       0.91%         0.90%         0.89%           --
 Net investment income
  (loss) ........................       4.89%         5.18%         5.39%           --



<CAPTION>
                                                      For the Year Ended December 31,
                                  -----------------------------------------------------------------------
                                    1993(a)       1992        1991        1990        1989        1988
                                  ----------- ----------- ----------- ----------- ----------- -----------
<S>                                <C>         <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of
 period .........................  $ 12.08     $ 11.99     $ 11.52     $ 11.47     $ 11.17     $ 10.70
                                   --------    --------    --------    --------    --------    --------
Increase (decrease) from
 investment operations:
Net investment income (loss)       $  0.67     $  0.71     $  0.74     $  0.76     $  0.79     $  0.80
Net realized and unrealized
 gain (loss) on investments           0.87        0.31        0.65        0.06        0.31        0.47
                                   --------    --------    --------    --------    --------    --------
Net increase (decrease) from
 investment operations ..........  $  1.54     $  1.02     $  1.39     $  0.82     $  1.10     $  1.27
Distribution to shareholders:
 Net investment income ..........    (0.67)      (0.71)      (0.74)      (0.76)      (0.80)      (0.80)
 Net realized gain ..............    (0.27)      (0.22)      (0.18)      (0.01)       0.00        0.00
                                   --------    --------    --------    --------    --------    --------
Net increase (decrease) in
 net asset value ................  $  0.60     $  0.09     $  0.47     $  0.05     $  0.30     $  0.47
                                   --------    --------    --------    --------    --------    --------
Net asset value, end of
 period .........................  $ 12.68     $ 12.08     $ 11.99     $ 11.52     $ 11.47     $ 11.17
                                   ========    ========    ========    ========    ========    ========
Total return* ...................    12.98%       8.73%      12.49%       7.40%      10.12%      12.25%
Ratios/Supplemental Data
------------------------
Ratio of net expenses to
 average net assets .............     0.86%       0.87%       0.87%       0.78%       0.63%       0.64%
Ratio of net investment
 income to average
 net assets .....................     5.37%       5.80%       6.26%       6.69%       6.96%       7.26%
Portfolio turnover rate .........       58%         62%         56%         40%         54%         73%
Net assets, end of period
 (in thousands) ................. $532,491    $466,586    $408,990    $362,887    $357,388    $324,116
Ratios assuming reduction
 for fees paid indirectly:
 Net expenses ...................       --          --          --          --          --          --
 Net investment income
  (loss) ........................       --          --          --          --          --          --
</TABLE>
    

Selected Data for a Class B Share Outstanding Throughout Each Period:

   
<TABLE>
<CAPTION>
                                                                       For the Year Ended
                                                                          December 31,            April 28, 1995
                                                                    -------------------------           to
                                                                        1997          1996       December 31, 1995
                                                                    -----------   -----------   ------------------
<S>                                                                   <C>           <C>             <C>
Net asset value, beginning of period ............................     $ 11.88       $ 12.31         $11.81
                                                                      -------       -------         ------
Increase (decrease) from investment operations:
 Net investment income (loss) ...................................     $  0.50       $  0.53         $ 0.35
 Net realized and unrealized gain (loss) on investments .........        0.44         (0.22)          0.58
                                                                      -------       -------         ------
Net increase (decrease) from investment operations ..............     $  0.94       $  0.31         $ 0.93
Distribution to shareholders:
 Net investment income ..........................................       (0.49)        (0.53)         (0.34)
 In excess of net investment income .............................          --         (0.02)            --
 Net realized gain ..............................................       (0.24)        (0.19)         (0.09)
                                                                      -------       -------         ------
Net increase (decrease) in net asset value ......................     $  0.21       $ (0.43)        $ 0.50
                                                                      -------       -------         ------
Net asset value, end of period ..................................     $ 12.09       $ 11.88         $12.31
                                                                      =======       =======         ======
Total return* ...................................................        8.16%         2.66%          7.94%
Ratios/Supplemental Data
Ratio of net expenses to average net assets .....................        1.68%+        1.67%+         1.72%**+
Ratio of net investment income (loss) to average net assets .....        4.12%+        4.38%+         4.38%**+
Portfolio turnover rate .........................................          22%           44%            35%
Net assets, end of period (in thousands) ........................     $ 5,588       $ 4,792        $ 2,069
Ratios assuming reduction for fees paid indirectly:
 Net expenses ...................................................        1.66%         1.65%          1.65%**
 Net investment income (loss) ...................................        4.14%         4.40%          4.45%**
</TABLE>
    

---------
(a)  Prior to assumption of the management agreement on December 1, 1993 by
     Pioneering Management Corporation, the Fund was advised by Mutual of Omaha
     Fund Management Company.

   * Assumes initial investment at net asset value at the beginning of each
     period, reinvestment of distributions, the complete redemption of the
     investment at net asset value at the end of each period and no sales
     charge. Total return would be reduced if sale charges were taken into
     account.

  ** Annualized.

   + Ratio assuming no reduction for fees paid indirectly.

                                       3

<PAGE>

II. FINANCIAL HIGHLIGHTS (continued)


   
Selected Data for a Class C Share Outstanding Throughout Each Period:

<TABLE>
<CAPTION>
                                                                         For the year ended     For the period January 31, 1996
                                                                          December 31, 1997        through December 31, 1996
                                                                        --------------------   --------------------------------
<S>                                                                           <C>                        <C>
Net asset value, beginning of period ................................         $11.88                     $12.32
                                                                              ------
Increase (decrease) from investment operations:
 Net investment income (loss) .......................................         $ 0.49                     $ 0.49
 Net realized and unrealized gain (loss) on investments .............           0.47                      (0.24)
                                                                              ------                     ------
Net increase (decrease) from investment operations ..................         $ 0.96                     $ 0.25
Distribution to shareholders:
 Net investment income ..............................................          (0.49)                     (0.49)
 In excess of net investment income .................................             --                      (0.01)
 Net realized gain ..................................................          (0.24)                     (0.19)
                                                                              ------
Net increase (decrease) in net asset value ..........................         $ 0.23                     $(0.44)
                                                                              ------                     ------
Net asset value, end of period ......................................         $12.11                     $11.88
                                                                              ======                     ======
Total return* .......................................................           8.32%                      2.19%
Ratios/Supplemental Data
------------------------
Ratio of net expenses to average net assets .........................           1.70%+                     1.71%**+
Ratio of net investment income (loss) to average net assets .........           4.04%+                     4.34%**+
Portfolio turnover rate .............................................             22%                        44%
Net assets, end of period (in thousands) ............................         $1,643                     $  383
Ratios assuming reduction for fees paid indirectly:
 Net expenses .......................................................           1.67%                      1.69%**
 Net investment income (loss) .......................................           4.07%                      4.36%**
</TABLE>

--------------------
 *   Assumes initial investment at net asset value at the beginning of each
     period, reinvestment of distributions, the complete redemption of the
     investment at net asset value at the end of each period and no sales
     charge. Total return would be reduced if sale charges were taken into
     account.
    
**   Annualized.

 +   Ratio assuming no reduction for fees paid indirectly.


--------------------------------------------------------------------------------

   
III. INVESTMENT OBJECTIVE AND POLICIES


     The investment objective of the Fund is to seek as high a level of income
exempt from regular federal income tax as possible, consistent with
preservation of capital. To achieve this objective, the Fund invests in a
diversified portfolio of obligations issued by or on behalf of states, counties
and municipalities of the U.S. and their authorities and political subdivisions
("Tax-Exempt Bonds"), the interest on which is excluded from gross income for
federal income tax purposes, in the opinion of counsel to the issuer of the
bond. The Fund's portfolio will primarily consist of Tax-Exempt Bonds rated at
the time of purchase within the three highest grades assigned by Moody's
Investors Services, Inc. ("Moody's") (Aaa, Aa or A) or Standard & Poor's
Ratings Group ("S&P") (AAA, AA or A). Securities in which the Fund invests may
not yield as high a level of current income on a pre-tax basis as securities
subject to regular federal income tax or securities of lower quality which
generally are less liquid and have greater market risk and price fluctuation.
    

     The Fund may also invest in temporary investments consisting of: (1)
notes issued by or on behalf of municipal issuers backed by the U.S. government;
(2) notes of issuers having, at the time of purchase, an issue of outstanding
Tax-Exempt Bonds rated within the three highest grades of the rating services as
described above; (3) securities of other investment companies*; (4) obligations
of the U.S. government, its agencies or instrumentalities*; (5) commercial paper
rated in the highest grade by either of such rating services (Prime-I or A-I,
respectively)*; (6) bank instruments (including certificates of deposit, time
deposits and bankers' acceptances) of domestic or foreign banks with assets of
$1 billion or more*; and (7) repurchase agreements on such securities* with
banks or broker-dealers. During periods of normal market conditions, the Fund
will have at least 80% of its net assets invested in Tax-Exempt Bonds, with up
to 20% of the Fund's assets in temporary investments or cash. When the
investment adviser believes that market conditions dictate a defensive posture,
a greater percentage of the Fund's assets may be invested in temporary
investments. The asterisk (*) indicates that the income from these securities is
or may be subject to federal income tax.

     The Fund may invest more than 25% of its total assets in securities,
payments on which are derived from funds provided by companies in the gas,
electric, telephone, sewer and water, public and private utility segments of
the municipal bond market. The Fund will not purchase securities if, as a
result of such transaction, more than 25% of its total assets would be invested
in any one industry. For purposes of this limitation, Tax-Exempt Bonds, except
those issued for the benefit of non-governmental users, are not considered to
be part of an industry. The Fund may invest 25% or more of its total assets in
Tax-Exempt Bonds of issuers in any one state and may invest 25% or more of its
total assets in industrial development bonds.


Investment Company Securities

     The Fund may invest up to 10% of the value of its total assets in
securities of other investment companies, with up to 5% of the value of the
Fund's total assets invested in securities of any one investment company, but
may not own more than 3% of the outstanding voting securities of any one


                                       4

<PAGE>

investment company. Because investments in other investment companies involve
expenses being incurred by those companies as well as comparable expenses being
incurred by the Fund, investments in other investment companies will generally
be used only for short-term investing and only when the Fund reasonably
anticipates that the net return to the Fund's shareholders will be
advantageous, as compared to available alternatives, while maintaining the
appropriate level of liquidity. It is expected that most of such investments
will be in no-load, tax-free money market funds that invest, as far as
practicable, in the same quality of investments as the Fund may invest in
directly.

Options

     The Fund may write (sell) "covered" put and call options
on fixed-income securities. Call options are "covered" by the Fund when it owns
the underlying securities, or owns securities convertible into or carrying
rights to acquire such securities without payment of additional consideration,
which the option holder has the right to purchase, and put options are
"covered" by the Fund when it has established a segregated account of cash or
liquid, high-grade debt obligations sufficient to satisfy the Fund's obligation
to purchase the underlying securities. The Fund receives a premium from writing
a put or call option, which increases the Fund's gross income in the event the
option expires unexercised or is closed out at a profit. By writing a call
option, the Fund limits its opportunity to profit from any increase in the
market value of the underlying security above the exercise price of the option.
By writing a put option, the Fund assumes the risk that it may be required to
purchase the underlying security for an exercise price higher than its then
current market value, resulting in a capital loss unless the security
subsequently appreciates in value.

     The Fund intends to write and purchase options on securities primarily for
hedging purposes and also in an effort to increase current income.
Distributions to shareholders of any gains from options transactions will be
taxable. Options on securities that are written or purchased by the Fund will
be entered into on U.S. exchanges and in the over-the-counter market.
Over-the-counter transactions involve certain risks which may not be present in
a transaction on an exchange. The staff of the SEC has taken the position that
over-the-counter options and assets used to cover over-the-counter options are
illiquid and, therefore, together with other illiquid securities, cannot exceed
15% of the Fund's net assets.

     The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The successful use of options for
hedging purposes depends in part on the investment adviser's ability to predict
future price fluctuations and the degree of correlation between the options and
securities markets. If the investment adviser is incorrect in its determination
of the correlation between the securities or indices on which the options are
written and purchased and the securities in the Fund's investment portfolio,
the investment performance of the Fund will be less favorable than it would
have been in the absence of such option transactions. The Fund pays brokerage
commissions or spreads in connection with its options transactions. The writing
of options could significantly increase the Fund's portfolio turnover rate.


Futures Contracts and Options on Futures Contracts

     To hedge against changes in interest rates and securities prices or for
non-hedging purposes, the Fund may purchase and sell futures contracts on fixed
income securities or indices composed of such securities, including municipal
bonds and U.S. Treasury securities, and purchase and write call and put options
on such futures contracts. The Fund may also enter into closing purchase and
sale transactions with respect to any of such contracts and options. The
futures contracts may be based on various securities (such as U.S. government
securities), securities indices and other financial instruments and indices.
The Fund will engage in futures and related options transactions only for bona
fide hedging purposes as defined in regulations of the Commodities Futures
Trading Commission or for non-hedging, speculative purposes to the extent
permitted by such regulations.

     The Fund may not purchase or sell futures contracts or purchase or sell
related options for non-hedging purposes, except for closing purchase or sale
transactions, if immediately thereafter the sum of the amount of initial
margins and premiums on the Fund's outstanding non-hedging positions in futures
and related options would exceed 5% of the market value of the Fund's net
assets. Transactions in futures contracts and options on futures involve
brokerage costs, require margin deposits and, in the case of contracts and
options obligating it to purchase securities, require the Fund to segregate
assets with a value equal to the amount of the Fund's obligations. The Fund
will not enter into option transactions or futures contracts or options thereon
if immediately thereafter more than 35% of the market value of the Fund's net
assets would be represented by such instruments.

     While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while the Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates or securities prices may result in a
poorer overall performance for the Fund than if it had not entered into any
futures contracts or options transactions. The loss incurred by the Fund in
writing options on futures is potentially unlimited and may exceed the amount
of the premium received. In the event of an imperfect correlation between a
futures position and a portfolio position which is intended to be protected,
the desired protection may not be obtained and the Fund may be exposed to risk
of loss. Perfect correlation between the Fund's futures positions and portfolio
positions may be impossible to achieve. The Fund's transactions in options and
futures contracts may be limited by the requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), for qualification as a regulated
investment company, and distributions to shareholders of any gains from such
transactions will be taxable.


Other Information

     The yields and market values of municipal securities are determined
primarily by the general level of interest rates, the creditworthiness of the
issuers of municipal securities and


                                       5

<PAGE>

economic and political conditions affecting such issuers. Due to their tax
exempt status, the yields and market prices of municipal securities may be
adversely affected by changes in tax rates and policies, which may have less
effect on the market for taxable fixed income securities. Moreover, certain
types of municipal securities, such as housing revenue bonds, involve
prepayment risks which could affect the yield on such securities.

     Investments in municipal securities are subject to the risk that the
issuer could default on its obligations. Such a default could result from the
inadequacy of the sources or revenues from which interest and principal
payments are to be made or the assets collateralizing such obligations. Revenue
bonds, including private activity bonds, are backed only by specific assets or
revenue sources and not by the full faith and credit of the governmental
issuer.

   
     The Fund will limit portfolio turnover to the extent practicable and
consistent with its investment objective and policies. While it does not intend
to engage in short-term trading, the Fund is not precluded from taking
advantage of short-term trends and yield disparities that might occur from time
to time. See "Financial Highlights" for actual rates.
    


When Issued Securities

     The Fund may also purchase and sell securities on a "when issued" and
"delayed delivery" basis. These transactions are subject to market fluctuation;
the value at the time of delivery may be more or less than the purchase price.
Since the Fund will rely on the buyer or seller, as the case may be, to
consummate the transaction, failure by the other party to complete the
transaction may result in the Fund missing the opportunity of obtaining a price
or yield considered to be advantageous. No interest accrues to the Fund prior
to delivery. When the Fund is the buyer in such a transaction, however, it will
maintain, in a segregated account with its custodian, cash, U.S. government
securities, or high-grade, liquid debt obligations having an aggregate value
equal to the amount of such purchase commitments until payment is made. The
Fund will make commitments to purchase securities on such basis only with the
intention of actually acquiring these securities, but the Fund may sell such
securities prior to the settlement date if such sales are considered to be
advisable. To the extent the Fund engages in "when issued" and "delayed
delivery" transactions, it will do so for the purpose of acquiring securities
for the Fund's portfolio consistent with the Fund's investment objective and
policies and not for the purpose of investment leverage.


Repurchase Agreements

   
     A repurchase agreement is an instrument under which the purchaser acquires
ownership of the obligation but the seller agrees, at the time of sale, to
repurchase the obligation at a mutually agreed upon time and price. The resale
price is in excess of the purchase price and reflects an agreed upon market
rate unrelated to the coupon rate on the purchased security. Such transactions
afford an opportunity for the Fund to invest temporarily available cash. In the
event of the insolvency of the seller, or an order to stay execution of an
agreement by a court or regulatory authority, the Fund could incur costs before
being able to sell the underlying obligations and the Fund's realization of the
underlying obligations could be delayed or limited, which could adversely
affect the price the Fund receives for such obligations. There is also a risk
that the seller may fail to repurchase the underlying obligations in which case
the Fund may incur possible disposition costs and a loss if the proceeds of the
sale of such obligations to a third party are less than the repurchase price.
To guard against these possibilities, the investment adviser, under guidelines
established by the Fund's Board of Trustees, will evaluate the creditworthiness
of the seller. The Fund will enter into repurchase agreements only with those
institutions that the investment adviser believes present minimal credit risks
and which furnish collateral at least equal in value or market price to the
amount of the repurchase obligations. Repurchase agreements maturing in more
than seven days may be considered by the Fund to be illiquid. Distributions to
shareholders of income from repurchase agreements are taxable.
    

Risk Factors

     Because prices of securities fluctuate from day to day, the value of an
investment in the Fund will vary based upon the Fund's investment performance.
The value of your shares in the Fund may, at any time, be higher or lower than
your original cost. The Fund may invest in debt securities with varying
maturities. In general, the longer the maturity of a security, the higher the
yield and the greater the potential for price fluctuations. A decline in
interest rates generally produces an increase in the value of debt securities
in the Fund's portfolio, while an increase in interest rates usually reduces
the value of these securities.

Additional Restrictions

     In addition to the investment objective and policies discussed above, the
Fund's investments are subject to other restrictions which are described in its
Statement of Additional Information. Unless otherwise stated, the Fund's
investment objective and restrictions are considered fundamental and cannot be
changed without shareholder approval. Unless expressly designated as a
fundamental policy, the Fund's investment policies may be changed without
shareholder approval by the Board of Trustees of the Fund.


IV. MANAGEMENT OF THE FUND
   
     The Board of Trustees of the Fund has overall responsibility for
management and supervision of the Fund. The Board meets at least quarterly. By
virtue of the functions performed by Pioneering Management Corporation ("PMC")
as investment adviser, the Fund requires no employees other than its executive
officers, all of whom receive their compensation from PMC or other sources. The
Statement of Additional Information contains the name of and general background
information regarding each Trustee and executive officer of the Fund.
    

     Mr. David Tripple, President and Chief Investment Officer of PMC and
Executive Vice President of each Pioneer mutual fund, has general
responsibility for PMC's investment operations and chairs a committee of PMC's
fixed income managers which reviews PMC's research and portfolio operations,
including those of the Fund. Mr. Tripple joined PMC in 1974.

     Research and management for the Fund is the responsibility of a team of
portfolio managers and analysts focusing on

                                       6

<PAGE>

fixed income securities. Members of the team meet regularly to discuss
holdings, prospective investments and portfolio composition. Mr. Sherman Russ,
a Senior Vice President of PMC, is the senior member of the fixed income team.
Mr. Russ joined PMC in 1983.

     Day-to-day management of the Fund has been the responsibility of Mr. Mark
Winter, Vice President of the Fund and PMC. Mr. Winter assumed responsibility
of the Fund in March 1986 when it was managed by Mutual of Omaha Fund
Management Company ("FMC"). Mr. Winter joined PMC in 1993 and has over ten
years of investment experience.

   
     The Fund is managed under a contract with PMC. PMC serves as investment
adviser to the Fund and is responsible for the overall management of the Fund's
business affairs, subject only to the authority of the Fund's Board of
Trustees. PMC is a wholly owned subsidiary of The Pioneer Group, Inc. ("PGI"),
a publicly traded Delaware corporation. Pioneer Funds Distributor, Inc.
("PFD"), an indirect wholly owned subsidiary of PGI, is the principal
underwriter of shares of the Fund. Prior to December 1, 1993, FMC acted as
investment adviser and principal underwriter to the Fund.
    

     In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109. In an effort to avoid conflicts of
interest with the Fund, the Fund and PMC have adopted a Code of Ethics that is
designed to maintain a high standard of personal conduct by directing that all
personnel defer to the interests of the Fund and its shareholders in making
personal securities transactions.

   
     Under the terms of its contract with the Fund, PMC provides the Fund with
an investment program consistent with its investment objective and policies.
PMC furnishes the Fund with office space, equipment and personnel for managing
the affairs of the Fund. PMC also pays all expenses in connection with the
management of the affairs of the Fund except (i) charges and expenses for fund
accounting, pricing and appraisal services and related overhead, including, to
the extent such services are performed by personnel of PMC or its affiliates,
office space and facilities and personnel compensation, training and benefits;
(ii) the charges and expenses of auditors; (iii) the charges and expenses of
any custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Fund; (iv) issue and transfer taxes, chargeable to
the Fund in connection with securities transactions to which the Fund is a
party; (v) insurance premiums, interest charges, dues and fees for membership
in trade associations and all taxes and corporate fees payable by the Fund to
federal, state or other governmental agencies; (vi) fees and expenses involved
in registering and maintaining registrations of the Fund and/or its shares with
the SEC, state securities agencies and foreign jurisdictions, including the
preparation of Prospectuses and Statements of Additional Information for filing
with regulatory agencies; (vii) all expenses of shareholders' and Trustees'
meetings and of preparing, printing and distributing prospectuses, notices,
proxy statements and all reports to shareholders and to governmental agencies;
(viii) charges and expenses of legal counsel to the Fund and the Trustees; (ix)
distribution fees paid by the Fund in accordance with Rule 12b-1 promulgated by
the SEC pursuant to the Investment Company Act of 1940, as amended ("the 1940
Act"); (x) compensation of those Trustees of the Fund who are not affiliated
with or interested persons of PMC, the Fund (other than as Trustees), PGI or
PFD; (xi) the cost of preparing and printing share certificates; and (xii)
interest on borrowed money, if any. In addition to the expenses described
above, the Fund shall pay all brokers' and underwriting commissions chargeable
to the Fund in connection with securities transactions to which the Fund is a
party.

     Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances where two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells
shares of the Fund or other Pioneer mutual funds for which PMC or any affiliate
serves as investment adviser or manager. See the Statement of Additional
Information for a further description of PMC's brokerage allocation practices.
    

     As compensation for its management services for the Fund and certain
expenses which PMC incurs, PMC is entitled to a management fee from the Fund at
the annual rates set forth below as a percentage of average daily net assets:

<TABLE>
<CAPTION>
                      Net Assets                          Annual Fee
------------------------------------------------------   -----------
<S>                                                         <C>
For assets up to $250,000,000                               .50%
For assets in excess of $250,000,000 to $300,000,000        .48%
Over $300,000,000                                           .45%
</TABLE>

     See "Expense Information" in this Prospectus and "Investment Adviser" in
the Statement of Additional Information.

   
     John F. Cogan, Jr., Chairman and President of the Fund, President and a
Director of PGI and Chairman and a Director of PMC and PFD, owned approximately
14% of the outstanding capital stock of PGI as of the date of this Prospectus.

     Certain information technology experts currently predict the possibility
of a widespread failure of computer systems and certain other equipment which
will be triggered on or after certain dates--primarily January 1, 2000--due to
a systemic inability to process date-related information. This scenario,
commonly known as the "Year 2000 Problem," could have an adverse impact on
individuals and businesses, including the Fund and other mutual funds and
financial organizations. PMC and its affiliates are taking steps believed to be
adequate to address the Year 2000 Problem with respect to the systems and
equipment controlled by the Fund's investment adviser, broker-dealer and
transfer agent. In addition, other entities providing services to the Fund and
its shareholders are being asked to provide assurances that they have
undertaken similar measures with respect to their systems and equipment.
Although PMC is not expecting any adverse impact to it or its clients from the
Year 2000 Problem, it cannot provide complete assurances that its efforts or
the efforts of its key vendors will be successful.
    

V. FUND SHARE ALTERNATIVES

     The Fund continuously offers three Classes of shares designated as Class
A, Class B and Class C shares, as

                                       7

<PAGE>

described more fully in "How to Buy Fund Shares." If you do not specify in your
instructions to the Fund which Class of shares you wish to purchase, exchange
or redeem, the Fund will assume that your instructions apply to Class A shares.

   
     Class A Shares. If you invest less than $1 million in Class A shares, you
will pay an initial sales charge. Certain purchases may qualify for reduced
initial sales charges. If you invest $1 million or more in Class A shares, no
sales charge will be imposed at the time of purchase; however, shares redeemed
within 12 months of purchase may be subject to a CDSC. Class A shares are
subject to distribution and service fees at a combined annual rate of up to
0.25% of the Fund's average daily net assets attributable to Class A shares.
    

     Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge, but
are subject to a CDSC of up to 4% if redeemed within six years. Class B shares
are subject to distribution and service fees at a combined annual rate of 1% of
the Fund's average daily net assets attributable to Class B shares. Your entire
investment in Class B shares is available to work for you from the time you
make your investment, but the higher distribution fee paid by Class B shares
will cause your Class B shares (until conversion) to have a higher expense
ratio and to pay lower dividends, to the extent dividends are paid, than Class
A shares. Class B shares will automatically convert to Class A shares, based on
relative net asset value, eight years after the initial purchase.

     Class C Shares. Class C shares are sold without an initial sales charge,
but are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1% of the Fund's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the
higher distribution fee paid by Class C shares will cause your Class C shares
to have a higher expense ratio and to pay lower dividends, to the extent
dividends are paid, than Class A shares. Class C shares have no conversion
feature.

     Selecting a Class of Shares. The decision as to which Class to purchase
depends on the amount you invest, the intended length of the investment and
your personal situation. If you are making an investment that qualifies for
reduced sales charges, you might consider Class A shares. If you prefer not to
pay an initial sales charge on an investment of $250,000 or less and you plan
to hold the investment for at least six years, you might consider Class B
shares. If you prefer not to pay an initial sales charge and you plan to hold
your investment for one to eight years, you may prefer Class C shares.

     Investment dealers or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund and
shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased.
Shares sold outside the U.S. to persons who are not U.S. citizens may be
subject to different sales charges, CDSCs and dealer compensation arrangements
in accordance with local laws and business practices.

VI. SHARE PRICE
   
     Shares of the Fund are sold at the public offering price, which is the net
asset value per share, plus any applicable sales charge. Net asset value per
share of a Class of the Fund is determined by dividing the value of its assets,
less liabilities attributable to that Class, by the number of shares of that
Class outstanding. The net asset value is computed once daily, on each day the
New York Stock Exchange (the "Exchange") is open, as of the close of regular
trading on the Exchange.
    

     Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. All assets of the
Fund for which there is no other readily available valuation method are valued
at their fair value as determined in good faith by the Trustees.


VII. HOW TO BUY FUND SHARES

   
You may buy Fund shares from any securities broker-dealer which has a sales
agreement with PFD. If you do not have a securities broker-dealer, please call
1-800-225-6292. Shares will be purchased at the public offering price, that is,
the net asset value per share next computed after receipt of a purchase order,
plus any applicable sales charge, except as set forth below.
    

     The minimum initial investment is $1,000 for Class A, Class B and Class C
shares except as specified below. The minimum initial investment is $50 for
Class A accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans.
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or minimum
requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares and
$500 for Class B and Class C shares except that the subsequent minimum
investment amount for Class B and Class C share accounts may be as little as
$50 if an automatic investment plan is established (see "Automatic Investment
Plans").

   
     Telephone Purchases. Your account is automatically authorized to have the
telephone purchase privilege unless you indicate otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing Pioneer mutual fund account; it may not be used to establish a new
account. Proper account identification will be required for each telephone
purchase. A maximum of $25,000 per account may be purchased by telephone each
day. The telephone purchase privilege is available to Individual Retirement
Accounts ("IRAs") but may not be available to other types of retirement plan
accounts. Call PSC for more information.
    

     You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To


                                       8

<PAGE>

purchase shares by telephone, you must establish your bank account of record by
completing the appropriate section of your Account Application or an Account
Options Form. PSC will electronically debit the amount of each purchase from
this predesignated bank account. Telephone purchases may not be made for 30
days after the establishment of your bank of record or any change to your bank
information.

   
     Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's receipt of a telephone
purchase instruction and receipt of good funds (usually three days after the
purchase instruction). You may always elect to deliver purchases to PSC by
mail. See "Telephone Transactions" for additional information.
    


Class A Shares

     You may buy Class A shares at the public offering price, including a sales
charge as follows:

<TABLE>
<CAPTION>
                                    Sales Charge   as a % of     Dealer
                                    ------------------------   Allowance
                                                     Net       as a % of
                                     Offering      Amount      Offering
        Amount of Purchase             Price      Invested       Price
---------------------------------   ----------    ---------   ----------
<S>                                   <C>          <C>          <C>
Less than $100,000                    4.50%        4.71%        4.00%
$100,000 but less than $250,000       3.50%        3.63%        3.00%
$250,000 but less than $500,000       2.50%        2.56%        2.00%
$500,000 but less than
$1,000,000                            2.00%        2.04%        1.75%
$1,000,000 or more                     -0-          -0-         See below
</TABLE>

     The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other fiduciary
of a trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Section 401 or 408 of the Code, although more than one beneficiary is involved.
The sales charges applicable to a current purchase of Class A shares of the
Fund by a person listed above is determined by adding the value of shares to be
purchased to the aggregate value (at the then current offering price) of shares
of any of the other Pioneer mutual funds previously purchased and then owned,
provided PFD is notified by such person or his or her broker-dealer each time a
purchase is made which would qualify. Pioneer mutual funds include all mutual
funds for which PFD serves as principal underwriter. At the sole discretion of
PFD, holdings of funds domiciled outside the U.S., but which are managed by
affiliates of PMC, may be included for this purpose.

     No sales charge is payable at the time of purchase on investments of $1
million or more or for purchases by participants in certain group plans
(described below) subject to a CDSC of 1% which may be imposed in the event of
a redemption of Class A shares within 12 months of purchase. See "How to Sell
Fund Shares." PFD may, in its discretion, pay a commission to broker-dealers
who initiate and are responsible for such purchases as follows: 1% on the first
$5 million invested; 0.50% on the next $45 million; and 0.25% on the excess
over $50 million. These commissions will not be paid if the purchaser is
affiliated with the broker-dealer or if the purchase represents the
reinvestment of a redemption made during the previous 12 calendar months.
Broker-dealers who receive a commission in connection with Class A share
purchases at net asset value by 401(a) or 401(k) retirement plans with 1,000 or
more eligible participants or with at least $10 million in plan assets will be
required to return any commission paid or a pro rata portion thereof if the
retirement plan redeems its shares within 12 months of purchase. See also "How
to Sell Fund Shares." In connection with PGI's acquisition of FMC and
contingent upon the achievement of certain sales objectives, PFD may pay to
Mutual of Omaha Investor Services, Inc. 50% of PFD's retention of any sales
commission on sales of the Fund's Class A shares through such dealer. From time
to time, PFD may elect to reallow the entire initial sales charge to
participating dealers for all sales of Class A shares with respect to which
orders are placed during a particular period. Dealers to whom substantially the
entire sales charge is reallowed may be deemed to be underwriters under the
federal securities laws.

     Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be
sold at a reduced or eliminated sales charge to certain group plans ("Group
Plans") under which a sponsoring organization makes recommendations to, permits
group solicitation of, or otherwise facilitates purchases by, its employees,
members or participants. Information about such arrangements is available from
PFD.

   
     Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund and partners and employees of its legal counsel; (b) current or former
directors, officers, employees or sales representatives of PGI or its
subsidiaries; (c) current or former directors, officers, employees or sales
representatives of any subadviser or predecessor investment adviser to any
investment company for which PMC serves as investment adviser, and the
subsidiaries or affiliates of such persons; (d) current or former officers,
partners, employees or registered representatives of broker-dealers which have
entered into sales agreements with PFD; (e) members of the immediate families
of any of the persons above; (f) any trust, custodian, pension, profit-sharing
or other benefit plan of the foregoing persons; (g) insurance company separate
accounts; (h) certain "wrap accounts" for the benefit of clients of financial
planners adhering to standards established by PFD; (i) other funds and accounts
for which PMC or any affiliate serves as investment adviser or manager; and (j)
certain unit investment trusts. Shares so purchased are purchased for
investment purposes and may not be resold except through redemption or
repurchase by or on behalf of the Fund. The availability of this privilege is
conditioned upon the receipt by PFD of written notification of eligibility.
Class A shares of the Fund may be sold at net asset value per share without a
sales charge to 401(k) retirement plans with 100 or more participants or at
least $500,000 in plan assets. Class A shares of the Fund may be sold at net
asset value without a sales charge to Optional Retirement Program (the
"Program") participants if (i) the employer has authorized a limited number of
investment company providers for the Program, (ii) all authorized investment
company providers offer their shares to Program participants at net asset
value, (iii) the employer has agreed in writing to actively promote the
authorized investment providers to Program participants and (iv) the Program
provides for a matching contribu-
    

                                       9

<PAGE>

   
tion for each participant contribution. Class A shares of the Fund may also be
sold at net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies.

     Investors who are clients of a broker-dealer with a current sales
agreement with PFD may purchase Class A shares of the Fund at net asset value,
without a sales charge, to the extent that the purchase price is paid out of
proceeds from one or more redemptions by the investor of shares of certain
other mutual funds. In order for a purchase to qualify for this privilege, the
investor must document to the broker-dealer that the redemption occurred within
the 60 days immediately preceding the purchase of Class A shares; that the
client paid a sales charge on the original purchase of the shares redeemed; and
that the mutual fund whose shares were redeemed also offers net asset value
purchases to redeeming shareholders of any of the Pioneer mutual funds. Further
details may be obtained from PFD.
    

     Reduced sales charges are available for purchases of $100,000 or more of
Class A shares (excluding any reinvestments of dividends and capital gains
distributions) made within a 13-month period pursuant to a Letter of Intent
("LOI") which may be established by completing the Letter of Intent section of
the Account Application. The reduced sales charge will be the charge that would
be applicable to the purchase of the specified amount of Class A shares as if
the shares had all been purchased at the same time. A purchase not made
pursuant to an LOI may be included if the LOI is submitted to PSC within 90
days of such purchase. You may also obtain the reduced sales charge by
including the value (at current offering price) of all your Class A shares in
the Fund and all other Pioneer mutual funds held of record as of the date of
your LOI in the amount used to determine the applicable sales charge for the
Class A shares to be purchased under the LOI. Five percent of your total
intended purchase amount will be held in escrow by PSC, registered in your
name, until the terms of the LOI are fulfilled.

     You are not obligated to purchase the amount specified in your LOI. If,
however, the amount actually purchased during the 13-month period is more or
less than that indicated in your LOI, an adjustment in the sales charge will be
made. If a payment to cover actual sales charges is due, it must be paid to PFD
within 20 days after PFD or your dealer sends you a written request otherwise
PFD will direct PSC to liquidate sufficient shares from your escrow account to
cover the amount due. See the Statement of Additional Information for more
information.

Class B Shares

     You may buy Class B shares at net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class B shares redeemed within six years of purchase will be
subject to a CDSC at the rates shown in the table below. The charge will be
assessed on the amount equal to the lesser of the current market value or the
original purchase cost of the shares being redeemed. No CDSC will be imposed on
increases in account value above the initial purchase price, including shares
derived from the reinvestment of dividends or capital gains distributions.

     The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made
on the first day of that quarter. In processing redemptions of Class B shares,
the Fund will first redeem shares not subject to any CDSC, and then shares held
longest during the six-year period. As a result, you will pay the lowest
possible CDSC.

     The CDSC for Class B shares subject to a CDSC upon redemption will be
determined as follows:

<TABLE>
<CAPTION>
Year Since                          CDSC as a Percentage of Dollar
Purchase                                Amount Subject to CDSC
--------------------------------   -------------------------------
<S>                                            <C>
First ..........................               4.0%
Second .........................               4.0%
Third ..........................               3.0%
Fourth .........................               3.0%
Fifth ..........................               2.0%
Sixth ..........................               1.0%
Seventh and thereafter .........               none
</TABLE>

     Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class B shares, including the payment of
compensation to broker-dealers.

   
     Class B shares will automatically convert into Class A shares at the
beginning of the calendar quarter that is eight years after the purchase date,
except as noted below. Class B shares acquired by exchange from Class B shares
of another Pioneer mutual fund will convert into Class A shares based on the
date of the initial purchase and the applicable CDSC. Class B shares acquired
through reinvestment of distributions will convert into Class A shares based on
the date of the initial purchase to which such shares relate. For this purpose,
Class B shares acquired through reinvestment of distributions will be
attributed to particular purchases of Class B shares in accordance with such
procedures as the Trustees may determine from time to time. The conversion of
Class B shares to Class A shares is subject to the continuing availability of a
ruling from the Internal Revenue Service (the "IRS"), which the Fund has
obtained, or an opinion of counsel that such conversions will not constitute
taxable events for federal tax purposes. There can be no assurance that such
ruling will continue to be in effect at the time any particular conversion
would occur. The conversion of Class B shares to Class A shares will not occur
if such ruling is no longer in effect and such an opinion is not available and,
therefore, Class B shares would continue to be subject to higher expenses than
Class A shares for an indeterminate period.
    

Class C Shares

     You may buy Class C shares at the net asset value per share next computed
after receipt of a purchase order without the imposition of an initial sales
charge; however, Class C shares redeemed within one year of purchase will be
subject to a CDSC of 1%. The charge will be assessed on the amount equal to the
lesser of the current market value or the original


                                       10

<PAGE>

purchase cost of the shares being redeemed. No CDSC will be imposed on
increases in account value above the initial purchase price, including shares
derived from the reinvestment of dividends or capital gains distributions.
Class C shares do not convert to any other Class of Fund shares.

     For the purpose of determining the time of any purchase, all payments
during a quarter will be aggregated and deemed to have been made on the first
day of that quarter. In processing redemptions of Class C shares, the Fund will
first redeem shares not subject to any CDSC, and then shares held for the
shortest period of time during the one-year period. As a result, you will pay
the lowest possible CDSC.

     Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class C shares, including the payment of
compensation to broker-dealers.

   
     Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class
B shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in
the case of an UGMA, an UTMA or a trust account, the waiver applies upon the
death of all beneficial owners) or a total and permanent disability (as defined
in Section 72 of the Code) of all registered owners occurring after the
purchase of the shares being redeemed or (b) the redemption is made in
connection with limited automatic redemptions as set forth in "Systematic
Withdrawal Plans" (limited in any year to 10% of the value of the account in
the Fund at the time the withdrawal plan is established).

     The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and permanent
disability (as defined in Section 72 of the Code) occurring after the purchase
of the shares being redeemed of a shareholder or participant in an
employer-sponsored retirement plan; (b) the distribution is to a participant in
an IRA, 403(b) or employer-sponsored retirement plan, is part of a series of
substantially equal payments made over the life expectancy of the participant
or the joint life expectancy of the participant and his or her beneficiary or
as scheduled periodic payments to a participant (limited in any year to 10% of
the value of the participant's account at the time the distribution amount is
established; a required minimum distribution due to the participant's
attainment of age 701/2 may exceed the 10% limit only if the distribution
amount is based on plan assets held in Pioneer mutual funds); (c) the
distribution is from a 401(a) or 401(k) retirement plan and is a return of
excess employee deferrals or employee contributions or a qualifying hardship
distribution as defined by the Code or results from a termination of employment
(limited with respect to a termination to 10% per year of the value of the
plan's assets in the Fund as of the later of the prior December 31 or the date
the account was established unless the plan's assets are being rolled over to
or reinvested in the same class of shares of a Pioneer mutual fund subject to
the CDSC of the shares originally held); (d) the distribution is from an IRA,
403(b) or employer-sponsored retirement plan and is to be rolled over to or
reinvested in the same class of shares in a Pioneer mutual fund and which will
be subject to the applicable CDSC upon redemption; (e) the distribution is in
the form of a loan to a participant in a plan which permits loans (each
repayment of the loan will constitute a new sale which will be subject to the
applicable CDSC upon redemption); or (f) the distribution is from a qualified
defined contribution plan and represents a participant's directed transfer
(provided that this privilege has been pre-authorized through a prior agreement
with PFD regarding participant directed transfers).

     The CDSC on Class C shares and on any Class A shares subject to a CDSC may
be waived or reduced as follows: (a) for automatic redemptions as described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the account); (b)
if the redemption results from the death or a total and permanent disability
(as defined in Section 72 of the Code) occurring after the purchase of the
shares being redeemed of a shareholder or participant in an employer-sponsored
retirement plan; (c) if the distribution is part of a series of substantially
equal payments made over the life expectancy of the participant or the joint
life expectancy of the participant and his or her beneficiary; or (d) if the
distribution is to a participant in an employer-sponsored retirement plan and
is (i) a return of excess employee deferrals or contributions, (ii) a
qualifying hardship distribution as defined by the Code, (iii) from a
termination of employment, (iv) in the form of a loan to a participant in a
plan which permits loans, or (v) from a qualified defined contribution plan and
represents a participant's directed transfer (provided that this privilege has
been pre authorized through a prior agreement with PFD regarding participant
directed transfers).
    

     The CDSC on any shares subject to a CDSC may be waived or reduced for
either non-retirement or retirement plan accounts if the redemption is made
pursuant to the Fund's right to liquidate or involuntarily redeem shares in a
shareholder's account. The CDSC on any shares subject to a CDSC will not be
applicable if the selling broker-dealer elects, with PFD's approval, to waive
receipt of the commission normally paid at the time of the sale.

   
     Broker-Dealers. An order for any Class of Fund shares received by a
broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class as determined at the close of
regular trading on the Exchange on the day the order is received, provided the
order is received by PFD prior to PFD's close of business (usually, 5:30 p.m.
Eastern time). It is the responsibility of broker-dealers to transmit orders so
that they will be received by PFD prior to its close of business. PFD or its
affiliates may provide additional compensation to certain dealers or such
dealers' affiliates based on certain objective criteria established from time
to time by PFD. All such payments are made out of PFD's or the affiliate's own
assets. These payments will not change the price an investor will pay for
shares or the amount that the Fund will receive from such sale.
    

     General. The Fund reserves the right in its sole discretion to withdraw
all or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares

                                       11

<PAGE>

is not binding on, and may be rejected by, PFD until it has been confirmed in
writing by PFD and payment has been received.


VIII. HOW TO SELL FUND SHARES

     You can arrange to sell (redeem) fund shares on any day the Exchange is
open by selling either some or all of your shares to the Fund.

     You may sell your shares either through your broker-dealer or directly to
the Fund. Please note the following:

     [bullet] If you are selling shares from a retirement account, other than an
              IRA, you must make your request in writing (except for exchanges
              to other Pioneer mutual funds which can be requested by phone or
              in writing). Call 1-800-622-0176 for more information.

     [bullet] If you are selling shares from a non-retirement account or an IRA,
              you may use any of the methods described below.

   
     Your shares will be sold at the share price next calculated after your
order is received in good order less any applicable CDSC. Sale proceeds
generally will be sent to you by check, bank wire or electronic funds transfer,
normally within seven days after your order is received in good order. The Fund
reserves the right to withhold payment of the sale proceeds until checks
received by the Fund in payment for the shares being sold have cleared, which
may take up to 15 calendar days from the purchase date.

     In Writing. You may sell your shares by delivering a written request,
signed by all registered owners, in good order to PSC; however, you must use a
written request, including a signature guarantee, to sell your shares if any of
the following applies:

     [bullet] you wish to sell over $100,000 worth of shares,

    

     [bullet] your account registration or address has changed within the last
              30 days,

     [bullet] the check is not being mailed to the address on your account
              (address of record),

     [bullet] the check is not being made out to the account owners, or

     [bullet] the sale proceeds are being transferred to a Pioneer mutual fund
              account with a different registration.

     Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described below.
Unless instructed otherwise, PSC will send the proceeds of the sale to the
address of record. Fiduciaries and corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.

     Written requests will not be processed until they are received in good
order by PSC. Good order means that there are no outstanding claims or requests
to hold redemptions on the account, any certificates are endorsed by the record
owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under state
law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile ("fax"). For additional information
about the necessary documentation for redemption by mail, please contact PSC at
1-800-225-6292.

   
     By Telephone or by Fax. Your account is automatically authorized to have
the telephone redemption privilege unless you indicate otherwise on your
Account Application or by writing to PSC. The telephone redemption option is
not available to retirement plan accounts, except IRAs. You may redeem up to
$100,000 per account per day of your shares by telephone or fax and receive the
proceeds by check or bank wire or electronic funds transfer. The redemption
proceeds must be made payable exactly as the account is registered. To receive
the proceeds by check: the check must be sent to the address of record which
must not have changed in the last 30 days. To receive the proceeds by bank wire
or by electronic funds transfer: the proceeds must be sent to your bank address
of record which must have been properly predesignated either on your Account
Application or on an Account Options Form and which must not have changed in
the last 30 days. To redeem by fax send your redemption request to
1-800-225-4240. The telephone redemption option is not available to retirement
plan accounts. You may always elect to deliver redemption instructions to PSC
by mail. See "Telephone Transactions" below. Telephone and fax redemptions will
be priced as described above. You are strongly urged to consult with your
financial representative prior to requesting a telephone redemption.
    

     Selling Shares Through Your Broker-Dealer. The Fund authorized PFD to act
as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any time.
Your broker-dealer must receive your request before the close of business on
the Exchange and transmit it to PFD before PFD's close of business to receive
that day's redemption price. Your broker-dealer is responsible for providing
all necessary documentation to PFD and may charge you for its services.

     Small Accounts. The minimum account value is $500. If you hold shares of
the Fund in an account with a net asset value of less than the minimum required
amount due to redemptions or exchanges, the Fund may redeem the shares held in
this account at net asset value if you have not increased the net asset value
of the account to at least the minimum required amount within six months of
notice by the Fund to you of the Fund's intention to redeem the shares.

   
     CDSC on Class A Shares. Purchases of Class A shares of $1 million or more,
or by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 months following
the share purchase, at the rate of 1% of the lesser of the value of the shares
redeemed (exclusive of reinvested dividend and capital gain distributions) or
the total cost of such shares. Shares subject to the CDSC which are exchanged
into another Pioneer mutual fund will continue to be subject to the CDSC of the
shares originally held until the original 12-month period expires. However, no
CDSC is payable upon redemption with respect to Class A shares purchased by
    

                                       12

<PAGE>

401(a) or 401(k) retirement plans with 1,000 or more eligible participants or
with at least $10 million in plan assets.

     General. Redemptions may be suspended or payment postponed during any
period in which any of the following conditions exist: the Exchange is closed
or trading on the Exchange is restricted; an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund to fairly
determine the value of the net assets of its portfolio; or the SEC, by order,
so permits. Redemptions and repurchases are taxable transactions to
shareholders. The net asset value per share received upon redemption or
repurchase may be more or less than the cost of shares to an investor,
depending on the market value of the portfolio at the time of redemption or
repurchase.

IX. HOW TO EXCHANGE FUND SHARES

     Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the Fund
out of which you wish to exchange and the name of the Pioneer mutual fund into
which you wish to exchange, your fund account number(s), the Class of shares to
be exchanged and the dollar amount or number of shares to be exchanged. Written
exchange requests must be signed by all record owner(s) exactly as the shares
are registered.

   
     Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. Each telephone exchange request, whether by voice
or FactFone-, will be recorded. You are strongly urged to consult with your
financial representative prior to requesting a telephone exchange. See
"Telephone Transactions" below.
    

     Automatic Exchanges. You may automatically exchange shares from one
Pioneer mutual fund account for shares of the same Class in another Pioneer
mutual fund account on a monthly or quarterly basis. The accounts must have
identical registrations and the originating account must have a minimum balance
of $5,000. The exchange will be effective on the day of the month designated on
your Account Application or Account Options Form.

     General. Exchanges must be at least $1,000. You may exchange your
investment from one Class of Fund shares at net asset value, without a sales
charge, for shares of the same Class of any other Pioneer mutual fund. Not all
Pioneer mutual funds offer more than one Class of shares. A new Pioneer mutual
fund account opened through an exchange must have a registration identical to
that on the original account.

     Shares which would normally be subject to a CDSC upon redemption will not
be charged the applicable CDSC at the time of an exchange. Shares acquired in
an exchange will be subject to the CDSC of the shares originally held. For
purposes of determining the amount of any applicable CDSC, the length of time
you have owned shares acquired by exchange will be measured from the date you
acquired the original shares and will not be affected by any subsequent
exchange.

   
     Exchange requests received by PSC before 4:00 p.m. Eastern time will be
effective on that day if the requirements above have been met, otherwise, they
will be effective on the next business day. PSC will process exchanges only
after receiving an exchange request in good order. There are currently no fees
or sales charges imposed at the time of an exchange. An exchange of shares may
be made only in states where legally permitted. For federal and (generally)
state income tax purposes, an exchange is considered to be a sale of the shares
of the Fund exchanged and a purchase of shares in another Pioneer mutual fund.
Therefore, an exchange could result in a gain or loss on the shares sold,
depending on the tax basis of these shares and the timing of the transaction,
and special tax rules may apply.
    

     You should consider the differences in objectives and policies of the
Pioneer mutual funds, as described in each fund's current prospectus, before
making any exchange. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange request
or restrict, at any time without notice, the number and/or frequency of
exchanges to prevent abuses of the exchange privilege. Such abuses may arise
from frequent trading in response to short-term market fluctuations, a pattern
of trading by an individual or group that appears to be an attempt to "time the
market," or any other exchange request which, in the view of management, will
have a detrimental effect on the Fund's portfolio management strategy or its
operations. In addition, the Fund and PFD reserve the right to charge a fee for
exchanges or to modify, limit, suspend or discontinue the exchange privilege
with notice to shareholders as required by law.

X. DISTRIBUTION PLANS

     The Fund has adopted a Plan of Distribution for each Class of shares (the
"Class A Plan," "Class B Plan," and "Class C Plan") in accordance with Rule
12b-1 under the 1940 Act pursuant to which certain distribution and service
fees are paid.

   
     Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale of
Class A shares or to provide services to holders of Class A shares, provided the
categories of expenses for which reimbursement is made are approved by the
Fund's Board of Trustees. As of the date of this Prospectus, the Board of
Trustees has approved the following categories of expenses for Class A shares of
the Fund: (i) a service fee to be paid to qualified broker-dealers in an amount
not to exceed 0.25% per annum of the Fund's daily net assets attributable to
Class A shares; (ii) reimbursement to PFD for its expenditures for broker-dealer
commissions and employee compensation on certain sales of the Fund's Class A
shares with no initial sales charge (see "How to Buy Fund Shares"); and (iii)
reimbursement to PFD for expenses incurred in providing services to Class A
shareholders and supporting broker-dealers and other organizations (such as
banks and trust companies) in their efforts to provide such services. Banks are
currently prohibited under the Glass-Steagall Act from providing certain
underwriting or distribution services. If a bank was prohibited from acting in
any
    

                                       13

<PAGE>

capacity or providing any of the described services, management would consider
what action, if any, would be appropriate.

   
     Expenditures of the Fund pursuant to the Class A Plan are accrued daily
and may not exceed 0.25% of the Fund's average daily net assets attributable to
Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A Plan
may not be amended to increase materially the annual percentage limitation of
average net assets which may be spent for the services described therein
without approval of the shareholders of the Fund. The Class A Plan does not
provide for the carryover of reimbursable expenses beyond 12 months from the
time the Fund is first invoiced for an expense. For the fiscal year ended
December 31, 1997, there was an allowable carryover of distribution expenses
reimbursable to PFD of $16,113 (less than 0.01% of the net assets attributable
to the Class A shares of the Fund).
    

     Both the Class B and the Class C Plan provide that the Fund will pay a
distribution fee at the annual rate of 0.75% of the Fund's average daily net
assets attributable to the applicable Class of shares and will pay PFD a
service fee at the annual rate of 0.25% of the Fund's average daily net assets
attributable to that Class of shares. The distribution fee is intended to
compensate PFD for its distribution services to the Fund. The service fee is
intended to be additional compensation for personal services and/or account
maintenance services with respect to Class B or Class C shares. PFD also
receives the proceeds of any CDSC imposed on the redemption of Class B or Class
C shares.

     Commissions of 4%, equal to 3.75% of the amount invested and a first
year's service fee equal to 0.25% of the amount invested in Class B shares, are
paid to broker-dealers who have sales agreements with PFD. PFD may advance to
dealers the first year service fee at a rate up to 0.25% of the purchase price
of such shares and, as compensation therefore, PFD may retain the service fee
paid by the Fund with respect to such shares for the first year after purchase.
Dealers will become eligible for additional service fees with respect to such
shares commencing in the 13th month following the purchase.

   
     Commissions of up to 1% of the amount invested in Class C shares,
consisting of 0.75% of the amount invested and a first year's service fee of
0.25% of the amount invested, are paid to broker-dealers who have sales
agreements with PFD. PFD may advance to dealers the first year service fee at a
rate up to 0.25% of the purchase price of such shares and, as compensation
therefore, PFD may retain the service fee paid by the Fund with respect to such
shares for the first year after purchase. Commencing in the 13th month
following the purchase of Class C shares, dealers will become eligible for
additional annual distribution fees and service fees of up to 0.75% and 0.25%,
respectively, of the net asset value of such shares.
    

     When a broker-dealer sells Class B or Class C shares and elects, with
PFD's approval, to waive its right to receive the commission normally paid at
the time of sale, PFD may cause all or a portion of the distribution fees
described above to be paid to the broker-dealer.

     Dealers may from time to time be required to meet certain criteria in
order to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan or the Class C Plan for which there
is no dealer of record or for which qualification standards have not been met
as partial consideration for personal services and/or account maintenance
services performed by PFD or its affiliates for shareholder accounts.

XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
   
     The Fund has elected to be treated, has qualified and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code,
so that it will not pay federal income tax on income and capital gains
distributed to shareholders as required under the Code. The Code permits the
Fund's shareholders to treat tax-exempt interest received by the Fund and
distributed to them in the form of "exempt-interest dividends" as tax-exempt
interest provided that the Fund qualifies as a regulated investment company and
at least 50% of the value of the total assets of the Fund at the close of each
quarter of its taxable year consists of tax-exempt obligations. However,
distributions derived from interest on certain "private activity bonds" will be
subject to the federal alternative minimum tax for individuals, estates or
trusts that are subject to such tax, and all tax exempt distributions may
result in or increase a corporate shareholder's liability for the federal
alternative minimum tax.
    

     Interest on indebtedness incurred by a shareholder to purchase or carry
shares of the Fund will not be deductible for federal income tax purposes to
the extent it is deemed related to the Fund's exempt-interest dividends. The
Fund may not be an appropriate investment for persons who are "substantial
users" of facilities financed by industrial revenue or private activity bonds
or persons related to substantial users. Shareholders receiving social security
or certain railroad retirement benefits may be subject to federal income tax on
a portion of such benefits as a result of receiving investment income,
including exempt-interest dividends and other distributions paid by the Fund.

   
     Under the Code, the Fund will be subject to a nondeductible 4% federal
excise tax on a portion of its undistributed ordinary (taxable) income (if any)
and capital gains if it fails to meet certain distribution requirements with
respect to each calendar year. The Fund intends to make distributions in a
timely manner and accordingly does not expect to be subject to the excise tax.
Generally, dividends from the Fund's taxable net investment income, if any,
market discount income, income from securities lending and net short-term
capital gains are taxable under the Code as ordinary income, and dividends from
the Fund's net long-term capital gains are taxable as long-term capital gains.
The Fund's distributions of long-term capital gains to individuals or other
noncorporate taxpayers are subject to different maximum tax rates, (which will
be indicated in the annual tax information the Fund provides to shareholders),
depending generally upon the sources of, and the Fund's holding periods for the
assets that produce, the gains.
    

                                       14

<PAGE>

     Each business day the Fund declares a dividend consisting of substantially
all of the Fund's net investment income. Shareholders begin earning dividends
on the first business day following receipt of payment for purchased shares.
Shares continue to earn dividends up to and including the date of redemption.
Dividends are normally paid on the last business day of the month or shortly
thereafter. The Fund's net investment income consists of the interest income it
earns, less expenses. The Fund will make distributions from net long term
capital gains, if any, in December. Dividends from net short-term capital
gains, if any, may be paid with such dividends: dividends from income and/or
capital gains may also be paid at such other times as may be necessary for the
Fund to avoid federal income or excise tax.

     Unless shareholders specify otherwise, all distributions from the Fund
will be automatically reinvested in additional full and fractional shares of
the Fund. For federal income tax purposes, all dividends are taxable as
described above whether a shareholder takes them in cash or reinvests in
additional shares of the Fund. Information as to the tax status of
distributions will be provided to shareholders annually. See "Distribution
Options" and "Directed Dividends" below.

     The Fund's dividends and distributions will not qualify for any
dividends-received deduction available to corporate shareholders.

     Shareholders are required to report all dividends and distributions,
including tax-exempt distributions, on their federal income tax returns.

     Dividends (other than exempt-interest dividends) and other distributions
and the proceeds of redemptions, exchanges or repurchases of Fund shares paid
to individuals and other non-exempt payees may be subject to 31% backup
withholding of federal income tax if the Fund is not provided with the
shareholder's correct taxpayer identification number and certification that the
number is correct and that the shareholder is not subject to backup withholding
or the Fund receives notice from the IRS or a broker that such withholding
applies. Please refer to the Account Application for additional information.

   
     The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e. U.S. citizens or residents or U.S.
corporations, partnerships, trusts or estates, and who are subject to U.S.
federal income tax. Fund distributions may also be subject to state and local
income taxes. A state income (and possibly local income and/or intangible
property) tax exemption is generally available to the extent the Fund's
distributions are derived from interest on (or, in the case of intangible
property taxes, the value of its shares is attributable to) certain U.S.
Government obligations and/or tax-exempt municipal obligations issued by or on
behalf of the particular state or a political subdivision thereof, provided in
some states that certain concentration, designation, reporting or other
requirements are satisfied. The Fund will not attempt to and may not satisfy
all such requirements in all states. Non-U.S. shareholders and tax-exempt
shareholders are subject to tax treatment that is not described above.
Shareholders should consult their own tax advisors regarding state, local and
other applicable tax laws, including the effect of recent federal tax
legislation, in their particular circumstances.
    

XII. SHAREHOLDER SERVICES
   
     PSC is the shareholder services and transfer agent for shares of the Fund.
PSC, a Massachusetts corporation, is a wholly owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109, and
inquiries to PSC should be mailed to Shareholder Services, Pioneering Services
Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers
Harriman & Co. (the "Custodian") serves as custodian of the Fund's portfolio
securities and other assets. The principal business address of the mutual fund
division of the Custodian is 40 Water Street, Boston, Massachusetts 02109.
    

Account and Confirmation Statements
   
     PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing the
details of transactions are sent to shareholders as transactions occur, except
Automatic Investment Plan transactions which are confirmed quarterly. The
Pioneer Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer mutual fund account.

     Shareholders whose shares are held in the name of an investment
broker-dealer or other party will not normally have an account with the Fund
and might not be able to utilize some of the services available to shareholders
of record. Examples of services which might not be available are purchases,
exchanges or redemptions of shares by mail or telephone, automatic reinvestment
of dividends and capital gains distributions, withdrawal plans, LOIs, rights of
accumulation and newsletters.
    

Additional Investments
     You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B and Class C shares) to PSC (account number and
Class of shares should be clearly indicated). The bottom portion of a
confirmation statement may be used as a remittance slip to make additional
investments. Additions to your account, whether by check or through a Pioneer
Investomatic Plan, are invested in full and fractional shares of the Fund at
the applicable offering price in effect as of the close of regular trading on
the Exchange on the day of receipt.

Automatic Investment Plans
   
     You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a preauthorized electronic funds transfer from
your bank account. Pioneer Investomatic Plan investments are voluntary, and you
may discontinue your plan at any time or change your plan elections for the
dollar amount, frequency or investment date by calling PSC at 1-800-225-6292,
or by sending a written request to Shareholder Services, Pioneering Servicing
Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. A change to your
bank information must be made in writing on an
    


                                       15

<PAGE>

   
Account Options Form. You should allow up to five business days for PSC to make
changes to an established plan. PSC acts as agent for the purchaser, the
broker-dealer and PFD in maintaining these plans.
    

Financial Reports and Tax Information

     As a shareholder, you will receive financial reports at least
semiannually. In January of each year, the Fund will mail you information about
the tax status of dividends and distributions.

Distribution Options

     Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Fund, at the applicable net asset value
per share, unless you indicate another option on the Account Application. Two
other options available are (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and capital gains
distributions in cash. These two options are not available, however, for
retirement plans or for an account with a net asset value of less than $500.
Changes in your distribution options may be made by written request to PSC.

   
     If you elect to receive either dividends or dividends and capital gains in
cash and a distribution check issued to you is returned by the U.S. Postal
Service as not deliverable or a distribution check remains uncashed for six
months or more, the amount of the check may be reinvested in your account. Such
additional shares will be purchased at the then current net asset value.
Furthermore, the distribution option on the account will automatically be
changed to the reinvestment option until such time as you request a different
option by writing to PSC.
    

Directed Dividends
   
     You may elect (in writing) to have the dividends paid by
one Pioneer mutual fund account invested in a second Pioneer mutual fund
account. The value of this second account must be at least $1,000 ($500 for
Pioneer Fund or Pioneer II). Invested dividends may be in any amount, and there
are no fees or charges for this service. Retirement plan shareholders may only
direct dividends to accounts with identical registrations.
    

Direct Deposit

     If you have elected to take distributions, whether dividends or dividends
and capital gains, in cash, or have established a Systematic Withdrawal Plan,
you may choose to have those cash payments deposited directly into your
savings, checking or NOW bank account. You may establish this service by
completing the appropriate section on the Account Application when opening a
new account or the Account Options Form for an existing account.

Voluntary Tax Withholding

     You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment)
and forward the amount withheld to the IRS as a credit against your federal
income taxes. This option is not available for retirement plan accounts or for
accounts subject to backup withholding.

   
Telephone Transactions

     Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone.
See "How to Buy Fund Shares," "How to Sell Fund Shares" and "How to Exchange
Fund Shares" for more information. For personal assistance, call 1-800-225-6292
between 8:00 a.m. and 9:00 p.m. Eastern time on weekdays. Computer-assisted
transactions are available to shareholders who have pre-recorded certain bank
information (see "FactFone(SM)"). You are strongly urged to consult with your
financial representative prior to requesting any telephone transaction. To
confirm that each transaction instruction received by telephone is genuine, PSC
will record each telephone transaction, require the caller to provide the
personal identification number ("PIN") for the account and send you a written
confirmation of each telephone transaction. Different procedures may apply to
accounts that are registered to non-U.S. citizens or that are held in the name
of an institution or in the name of an investment broker-dealer or other
third-party. If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized or fraudulent
instructions. The Fund may implement other procedures from time to time. In all
other cases, neither the Fund, PSC nor PFD will be responsible for the
authenticity of instructions received by telephone, therefore, you bear the
risk of loss for unauthorized or fraudulent telephone transactions.
    

     During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund
by telephone to institute a redemption or exchange. You should communicate with
the Fund in writing if you are unable to reach the Fund by telephone.

FactFone(SM)
   
     FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone- allows you to obtain current information on your Pioneer mutual fund
accounts and to inquire about the prices and yields of all publicly available
Pioneer mutual funds. In addition, you may use FactFone(SM) to make
computer-assisted telephone purchases, exchanges and redemptions from your
Pioneer mutual fund accounts if you have activated your PIN. Telephone
purchases and redemptions require the establishment of a bank account of
record. You are strongly urged to consult with your financial representative
prior to requesting any telephone transaction. Shareholders whose accounts are
registered in the name of a broker-dealer or other third party may not be able
to use FactFone(SM). See "How to Buy Fund Shares," "How to Exchange Fund 
Shares," "How to Sell Fund Shares" and "Telephone Transactions." Call PSC for
assistance.
    

Telecommunications Device for the Deaf (TDD)

   
     If you have a hearing disability and your own TDD keyboard equipment, you
can call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m. to
5:30 p.m. Eastern time to contact our telephone representatives with questions
about your account.
    

Systematic Withdrawal Plans

     If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B and Class C share accounts are limited to
10% of the value of


                                       16

<PAGE>

   
the account at the time the SWP is implemented. See "Waiver or Reduction of
Contingent Deferred Sales Charge" for more information. Periodic payments of
$50 or more will be sent to you, or any person designated by you, monthly or
quarterly, and your periodic redemptions of shares may be taxable to you.
Payments can be made either by check or electronic transfer to a bank account
designated by you. If you direct that withdrawal payments be paid to another
person after you have opened your account, a signature guarantee must accompany
your instructions. Purchases of Class A shares of the Fund at a time when you
have a SWP in effect may result in the payment of unnecessary sales charges and
may therefore be disadvantageous. You may obtain additional information by
calling PSC at 1-800-225-6292 or by referring to the Statement of Additional
Information.
    

Reinstatement Privilege (Class A Shares Only)

     If you redeem all or part of your Class A shares of the Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in Class
A shares of the Fund if you send a written request to PSC not more than 90 days
after your shares were redeemed. Your redemption proceeds will be reinvested at
the next determined net asset value of the Class A shares of the Fund in effect
immediately after receipt of the written request for reinstatement. You may
realize a gain or loss for federal income tax purposes as a result of the
redemption, and special tax rules may apply if a reinstatement occurs. Subject
to the provisions outlined under "How to Exchange Fund Shares" above, you may
also reinvest in Class A shares of other Pioneer mutual funds; in this case you
must meet the minimum investment requirements for each fund you enter.

     The 90-day reinstatement period may be extended by PFD for periods of up
to one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado, or earthquake.

     The options and services available to shareholders, including the terms of
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised,
suspended or terminated at any time by PFD or by the Fund. You may establish
the services described in this section when you open your account. You may also
establish or revise many of them on an existing account by completing an
Account Options Form, which you may request by calling 1-800-225-6292.

XIII. THE FUND

   
     The Fund, an open-end management investment company (commonly referred to
as a mutual fund), was established as a Nebraska corporation on January 19,
1968 and reorganized as a Delaware business trust on June 30, 1994. The Fund
has authorized an unlimited number of shares of beneficial interest. As an
open-end management investment company, the Fund continuously offers its shares
to the public and under normal conditions must redeem its shares upon the
demand of any shareholder at the then current net asset value per share less
any applicable sales charge. See "How to Sell Fund Shares." The Fund is not
required, and does not intend, to hold annual shareholder meetings although
special meetings may be called for the purpose of electing or removing
Trustees, changing fundamental investment restrictions or approving a
management contract.
    

     The Fund reserves the right to create and issue additional series of
shares. The Trustees have the authority, without further shareholder approval,
to classify and reclassify the shares of the Fund, or any new series, into one
or more classes. As of the date of this Prospectus, the Trustees have
authorized the issuance of three classes of shares, designated as Class A,
Class B and Class C. The shares of each class represent an interest in the same
portfolio of investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation, except that each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. Class A, Class B and Class C shareholders
have exclusive voting rights with respect to the Rule 12b-1 distribution plans
adopted by holders of those shares in connection with the distribution of
shares.

     In addition to the requirements under Delaware law, the Declaration of
Trust provides that a shareholder of the Fund may bring a derivative action on
behalf of the Fund only if the following conditions are met: (a) shareholders
eligible to bring such derivative action under Delaware law who hold at least
10% of the outstanding shares of the Fund, or 10% of the outstanding shares of
the series or class to which such action relates, shall join in the request for
the Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and investigate
the basis of such claim. The Trustees shall be entitled to retain counsel or
other advisers in considering the merits of the request and shall require an
undertaking by the shareholders making such request to reimburse the Fund for
the expense of any such advisers in the event that the Trustees determine not
to bring such action.

   
     When issued and paid for in accordance with the terms of the Prospectus
and Statement of Additional Information, shares of the Fund are fully paid and
non-assessable. Shares will remain on deposit with the Fund's transfer agent and
certificates will not normally be issued. The Fund reserves the right to charge
a fee for the issuance of Class A share certificates; certificates will not be
issued for Class B or Class C shares.
    

XIV. INVESTMENT RESULTS
   
     The Fund may from time to time include yield information for each Class of
Fund shares in advertisements or in information furnished generally to existing
or prospective shareholders. Whenever yield information is provided, it
includes a standardized yield calculation computed by dividing the Fund's net
investment income per share for each class of Fund shares during a base period
of 30 days, or one month, by the maximum offering price per share for each
class of Fund shares on the last day of such base period. (The Fund's net
investment income per share for each Class is determined by dividing the Fund's
net investment income for each Class during the base period by the Class's
average number of shares entitled to receive dividends during the base period).
The Class's 30-day yield is then "annualized" by a computation that assumes
that the Class's net investment
    


                                       17

<PAGE>

income is earned and reinvested for a six-month period at the same rate as
during the 30-day base period and that the resulting six-month income will be
generated over an additional six months.

     The Fund may also from time to time advertise its taxable equivalent yield
for each Class of Fund Shares. The Class's taxable equivalent yield is
determined by dividing that portion of the Class's yield (calculated as
described above) that is tax exempt by one minus the stated federal income tax
rate and adding the product to that portion, if any, of the Class's yield that
is not tax exempt. For a table of sample taxable equivalent yields, please see
the Appendix.

     The average annual total return (for a designated period of time) on an
investment in the Fund may also be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for each
Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal or
state income taxes. In addition, for Class A shares the calculation assumes the
deduction of the maximum sales charge of 4.50%; for Class B and Class C shares
the calculation reflects the deduction of any applicable CDSC. The periods
illustrated would normally include one, five and ten years (or since the
commencement of the public offering of the shares of a Class, if shorter)
through the most recent calendar quarter.

     One or more additional measures and assumptions, including but not limited
to historical total returns; distribution returns; results of actual or
hypothetical investments; changes in dividends, distributions or share values;
or any graphic illustration of such data may also be used. These data may cover
any period of the Fund's existence and may or may not include the impact of
sales charges, taxes or other factors. Yield and return quotations should also
be considered in relation to the risks associated with the Fund's investment
objective and policies. Yields may be affected by sinking fund call provisions
and optional redemption features of portfolio securities which may have the
effect of reducing the stated average maturity of the Fund's portfolio.

   
     Other investments or savings vehicles and/or unmanaged market indices,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment results of the Fund. The Fund may also
include securities industry or comparative performance information generally
and in advertising or materials marketing the Fund's shares. Such performance
information may include rankings or listings by magazines, newspapers, or
independent statistical or ratings services, such as Lipper Analytical
Services, Inc. or Ibbotson Associates.
    

     The Fund's yield and investment results will be calculated separately for
each Class of Fund shares and will vary from time to time depending on market
conditions, the composition of the Fund's portfolio, the operating expenses of
the Fund and the expenses attributed to a particular Class of Fund shares. All
quoted investment results are historical and should not be considered
representative of what an investment in the Fund may earn in any future period.
For further information about the calculation methods and uses of the Fund's
investment results, see the Statement of Additional Information.


                                       18

<PAGE>

XV. APPENDIX:

Taxable Equivalent Yields

   
     The tables below show the approximate taxable yields which are equivalent
to hypothetical tax-exempt yields from 5% to 9% under Federal income tax laws
applicable to individuals during 1998.

<TABLE>
<CAPTION>
    Single Return          Joint Return                      Taxable Yield Required To Equal A Tax-Free Yield Of:
--------------------   -------------------       Tax      ----------------------------------------------------------
            (Taxable Income)*                   Rate          5%          6%          7%          8%          9%
------------------------------------------   ----------   ---------   ---------   ---------   ---------   ----------
<S>                    <C>                       <C>          <C>         <C>        <C>         <C>          <C>
Up to $25,350          Up to $42,350             15.0%        5.88        7.06        8.24        9.41        10.59
$ 25,351-$61,400       $42,351-$102,300          28.0%        6.94        8.33        9.72       11.11        12.50
$ 61,401-$128,100      $102,301-$155,950         31.0%        7.25        8.70       10.14       11.59        13.04
$128,101-$278,450      $155,951-$278,450         36.0%        7.81        9.38       10.94       12.50        14.06
Over $278,450          Over $278,450             39.6%        8.28        9.93       11.59       13.25        14.90
</TABLE>

 *   Net amount subject to federal income tax after deductions and exemptions.
     Table does not reflect the effect of Deduction Limitation and Exemption
     Phaseout described below** or of the alternative minimum tax, if any. Table
     assumes person filing Single Return is not a married individual filing a
     separate return, a surviving spouse, or a head of household.

**   Deduction Limitation: Each $100 of adjusted gross income ("AGI") in excess
     of $124,500 ($62,250 for married filing separately) causes the loss of $3
     of itemized deductions. This limitation affects all itemized deductions
     other than medical expenses, investment interest, and casualty, theft and
     wagering losses. However, not more than 80% of a taxpayer's itemized
     deductions can be eliminated.The threshold amounts will be adjusted for
     inflation from year to year.

     Exemption Phaseout: Each $2,500 or fraction thereof of AGI in excess of
     $186,800 for joint filers ($124,500 for single taxpayers) causes taxpayers
     to lose 2% of their personal exemptions. The threshold amounts will be
     adjusted for inflation from year to year.
    

The following formula can be used to calculate a taxable yield which is
 equivalent to the corresponding tax-free yield:

   
   Tax-Free Yield
--------------------- = Taxable Equivalent Yield
1 - Your Tax Bracket
    

For example, if you are in the 28% tax bracket and earn a tax-free yield of 7%,
the taxable equivalent yield would be 9.72%.

       7%     .07
    ------- = ---- = 9.72%
    1 - 28%   .72

   
There can be no assurance that the Fund will achieve any specific tax-exempt
yield. While it is expected that a substantial portion of the interest income
distributed to investors in the Fund will be exempt from regular federal income
taxes, portions of the Fund's distributions may be subject to regular federal
income tax or federal alternative minimum tax. In addition, all or a
substantial portion of such distributions may be subject to state and local
taxes. Subsequent tax law changes could result in prospective or retroactive
changes in the tax brackets, tax rates and tax equivalent yields set forth
above.
    


                                       19

<PAGE>

                                                                  [Pioneer Logo]
Pioneer Tax-Free
Income
Fund
60 State Street
Boston, Massachusetts 02109

OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
MARK WINTER, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary


INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION


PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.


CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.


INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP


LEGAL COUNSEL
HALE AND DORR LLP




SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292

   
SERVICES INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
 applications, service forms and
 telephone transactions........................................ 1-800-225-6292
FactFone(SM) Automated fund yields and prices
 and account information....................................... 1-800-225-4321
Retirement plans............................................... 1-800-622-0176
Toll-free fax.................................................. 1-800-225-4240
Telecommunications Device for the Deaf (TDD)................... 1-800-225-1997
Visit our web site:...................................... www.pioneerfunds.com
    

   
0498-5212
    
Pioneer Funds Distributor, Inc.

<PAGE>
  

                          PIONEER TAX-FREE INCOME FUND
                                 60 State Street
                           Boston, Massachusetts 02109

                       STATEMENT OF ADDITIONAL INFORMATION

                       Class A, Class B and Class C Shares

   
                                 April 30, 1998

This Statement of Additional Information is not a Prospectus, but should be read
in conjunction  with the Prospectus  dated April 30, 1998 (the  "Prospectus") of
Pioneer  Tax-Free Income Fund (the "Fund") as amended and/or  supplemented  from
time to time. A copy of the Prospectus can be obtained free of charge by calling
Shareholder  Services at  1-800-225-6292 or by written request to the Fund at 60
State  Street,  Boston,  Massachusetts  02109.  The most recent Annual Report to
Shareholders  is attached to this  Statement of  Additional  Information  and is
hereby incorporated into this Statement of Additional Information by reference.
    

                                TABLE OF CONTENTS
                                                                  Page

 1.      Investment Objective and Policies.........................2
 2.      Investment Restrictions...................................8
 3.      Management of the Fund....................................9
 4.      Investment Adviser........................................13
 5.      Underwriting Agreement and Distribution Plans.............14
 6.      Shareholder Servicing/Transfer Agent......................17
 7.      Custodian.................................................17
 8.      Principal Underwriter.....................................17
 9.      Independent Public Accountant.............................18
10.      Portfolio Transactions....................................18
11.      Tax Status................................................19
12.      Description of Shares.....................................22
13.      Determination of Net Asset Value..........................24
14.      Systematic Withdrawal Plan................................24
15.      Letter of Intent..........................................25
16.      Investment Results........................................25
17.      General Information.......................................29
18.      Financial Statements......................................29
         Appendix A - Description of Tax Exempt Bond Ratings.......30
         Appendix B - Performance Statistics.......................31
         Appendix C - Other Pioneer Information....................44


          THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS
                AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
            INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
                                   PROSPECTUS.


<PAGE>


1.       INVESTMENT OBJECTIVE AND POLICIES

         The Prospectus  identifies  the investment  objective and the principal
investment  policies of the Fund. Other investment  policies of the Fund are set
forth below.  Capitalized  terms not otherwise  defined  herein have the meaning
given to them in the Prospectus.

         The  investment  objective  of the  Fund is to seek as high a level  of
income exempt from federal income tax as possible,  consistent with preservation
of  capital.  To  achieve  this  objective,  the Fund  intends  to  invest  in a
diversified portfolio of obligations issued by or on behalf of states,  counties
and municipalities of the U.S. and their authorities and political  subdivisions
("Tax-Exempt  Bonds"),  the interest on which is excluded  from gross income for
federal  income tax  purposes.  All of the Fund's  assets  will  consist of: (1)
Tax-Exempt  Bonds  which  are  rated at the time of  purchase  within  the three
highest grades assigned by Moody's Investors Service,  Inc. ("Moody's") (Aaa, Aa
or A) or Standard & Poor's  Ratings Group  ("S&P")  (AAA,  AA, A); (2) temporary
investments as described in the Prospectus;  and (3) cash.  While ratings at the
time of purchase will determine which  securities may be acquired,  a subsequent
reduction  in rating  will not  require  the Fund to dispose of the  securities.
Investment  in   lower-quality   securities   may  provide  higher  yields  than
higher-rated  securities;  however, the added risk of investing in lower quality
securities might not be consistent with preservation of capital.  The ratings of
Moody's and S&P  represent  their  opinions as to the quality of the  Tax-Exempt
Bonds which they  undertake  to rate.  It should be  emphasized,  however,  that
ratings are general and are not  absolute  standards  of quality.  Consequently,
Tax-Exempt  Bonds with the same  maturity,  coupon and rating may have different
yields while Bonds of the same  maturity and coupon with  different  ratings may
have the same yield.  There is no assurance the Fund will attain its  investment
objective.  For a description  of the ratings of commercial  paper and the other
debt securities permitted as temporary investments, see Appendix A.

Municipal Lease Obligations

         Municipal   lease   obligations   or  installment   purchase   contract
obligations   (collectively,   "lease   obligations")  have  special  risks  not
ordinarily  associated  with  other  Tax-Exempt  Bonds  (as  set  forth  in  the
Prospectus). Although lease obligations do not constitute general obligations of
the municipality for which the  municipality's  taxing power is pledged, a lease
obligation  ordinarily is backed by the  municipality's  covenant to budget for,
appropriate  and make the  payments  due under the lease  obligations.  However,
certain lease obligations contain "non-appropriation" clauses which provide that
the  municipality  has no  obligation  to make  lease  or  installment  purchase
payments in future  years  unless  money is  appropriated  for such purpose on a
yearly basis.  In addition to the  "non-appropriation"  risk,  these  securities
represent a relatively  new type of  financing  that has not yet  developed  the
depth  of  marketability  associated  with  more  conventional  bonds.  Although
"non-appropriation"  lease  obligations  are  secured  by the  leased  property,
disposition of the property in the event of foreclosure  might prove  difficult.
The Fund will seek to minimize these risks.

         In determining the liquidity of municipal lease obligations, the Fund's
officers,  under  guidelines  established by the Fund's Board of Trustees,  will
consider:  (1)  the  essential  nature  of the  leased  property;  and  (2)  the
likelihood that the municipality will discontinue  appropriating funding for the
leased  property  because the  property  is no longer  deemed  essential  to the
operation of the municipality.

         If leased  property is  determined  not to be essential in nature or if
there is a  likelihood  that the  municipality  will  discontinue  appropriating
funding,  then the  following  factors will also be  considered  in  determining
liquidity:

         (1) any relevant  factors  related to the general credit quality of the
municipality, which may include: (a) whether the lease can be canceled; (b) what
assurance there is that the assets represented by the lease can be sold; (c) the
strength  of the  lessee's  general  credit  (e.g.,  its  debt,  administrative,
economic and financial characteristics); and (d) the legal recourse in the event
of failure to appropriate.

         (2) any relevant factors related to the  marketability of the municipal
lease obligation  which may include:  (a) the frequency of trades and quotes for
the  obligation;  (b) the number of  dealers  willing  to  purchase  or sell the
obligation and the number of other potential purchasers;  (c) the willingness of
dealers to undertake to make a market in the  obligation;  and (d) the nature of
the marketplace trades,  including the time needed to dispose of the obligation,
the method of soliciting offers, and the mechanics of transfer.

Zero Coupon and Deferred Interest Bonds

         Tax-Exempt  Bonds in which the Fund may invest also include zero coupon
bonds and deferred interest bonds. Zero coupon bonds and deferred interest bonds
are debt obligations which are issued at a significant discount from face value.
While zero  coupon  bonds do not  require  the  periodic  payment  of  interest,
deferred interest bonds provide for a period of delay before the regular payment
of interest begins.  The discount  approximates the total amount of interest the
bonds will  accrue and  compound  over the period  until  maturity  or the first
interest  payment date at a rate of interest  reflecting  the market rate of the
security at the time of issuance.  Zero coupon bonds and deferred interest bonds
benefit the issuer by  mitigating  its need for cash to meet debt  service,  but
also  require a higher  rate of return to attract  investors  who are willing to
defer receipt of such cash. Such investments may experience  greater  volatility
in value than debt obligations which make regular payments of interest. The Fund
will accrue income on such investments for tax and accounting purposes, which is
distributable to shareholders. Since no cash is received at the time of accrual,
the Fund may be required to liquidate other portfolio  securities to satisfy its
distribution obligations.

Residual Interests in Municipal Securities

         Certain municipal  securities are divided into short-term and long-term
components. The short-term component has a long-term maturity, but pays interest
at a  short-term  rate that is reset by means of a "dutch  auction"  or  similar
method at specified  intervals  (typically 35 days). The long-term  component or
"residual  interest"  pays interest at a rate that is determined by  subtracting
the  interest  paid on the  short-term  component  from the  coupon  rate on the
municipal  securities  themselves.  Consequently,  the  interest  rate  paid  on
residual  interests will increase when short-term  interest rates are declining,
and will decrease when short-term  interest rates are increasing.  This interest
rate adjustment  formula results in the market value of residual interests being
significantly  more volatile than that of ordinary  municipal  securities.  In a
declining  interest rate  environment,  residual  interests can provide the Fund
with a means of increasing or maintaining the level of tax-exempt  interest paid
to  shareholders.  However,  because of the market  volatility  associated  with
residual  interests,  the Fund will not invest more than 10% of its total assets
in residual interests in municipal securities.

Options

         The  Fund  can  write  (sell)   "covered"   put  and  call  options  on
fixed-income  securities.  Call options  written by the Fund give the holder the
right to buy the underlying  securities  from the Fund at a fixed exercise price
up to a stated expiration date or, in the case of certain options, on such date.
Put options written by the Fund give the holder the right to sell the securities
to the Fund  during  the term of the  option at a fixed  exercise  price up to a
stated  expiration date or, in the case of certain  options,  on such date. Call
options are  "covered"  by the Fund,  for example,  when it owns the  underlying
securities  which the option  holder has the right to purchase,  and put options
are  "covered" by the Fund,  for example,  when it has  established a segregated
account of cash or short-term money market  instruments  which can be liquidated
promptly  to satisfy  any  obligation  of the Fund to  purchase  the  underlying
securities.  The Fund will  receive a premium from writing a put or call option,
which  increases  the  Fund's  gross  income  in the event  the  option  expires
unexercised or is closed out at a profit.

         By writing a call  option,  the Fund limits its  opportunity  to profit
from any  increase  in the market  value of the  underlying  security  above the
exercise price of the option. By writing a put option, the Fund assumes the risk
that it may be required  to purchase  the  underlying  security  for an exercise
price  higher  than its then  current  market  value,  resulting  in a potential
capital loss unless the security subsequently appreciates in value.

         The Fund could  terminate  an option that it has  written  prior to its
expiration  by  entering  into a  "closing  purchase  transaction"  in  which it
purchases an option having the same terms as the option written. It is possible,
however, that illiquidity in the options markets may make it difficult from time
to time for the Fund to close out its written option  positions.  The Fund could
also purchase put or call options in  anticipation  of changes in interest rates
which  may  adversely  affect  the  value  of its  portfolio  or the  prices  of
securities that the Fund wants to purchase at a later date. The premium paid for
a put or call option plus any transaction costs will reduce the benefit, if any,
realized by the Fund upon exercise of the option,  and,  unless the price of the
underlying security changes sufficiently, the option may expire without value to
the Fund.

         The Fund intends to write and purchase options on securities  primarily
for hedging purposes and also in an effort to increase  current income.  Options
on securities  that are written or purchased by the Fund will be entered into on
U.S.  securities  exchanges  regulated by the Securities and Exchange Commission
("SEC")  and  in  the  over-the-counter  market.  Over-the-counter  transactions
involve certain risks which may not be present in an exchange  environment.  The
staff of the SEC has taken the position that purchased  over-the-counter options
and assets used to cover  written  over-the-counter  options are  illiquid  and,
therefore,  together  with other  illiquid  securities,  cannot  exceed 15% of a
Fund's net assets.

Futures Contracts and Options on Futures Contracts

         To hedge against changes in interest rates and securities prices or for
non-hedging  purposes,  the Fund may purchase and write (sell)  various kinds of
futures contracts,  and purchase and write (sell) call and put options on any of
such futures  contracts.  The Fund may also enter into closing purchase and sale
transactions  with respect to any of such  contracts  and  options.  The futures
contracts  may  be  based  on  various  securities  (such  as  U.S.   Government
securities), securities indices and other financial instruments and indices. The
Fund will  engage in futures  and  related  options  transactions  for bona fide
hedging and  non-hedging  purposes as  described  below.  All futures  contracts
entered  into by the Fund are traded on U.S.  exchanges  or boards of trade that
are licensed and  regulated by the Commodity  Futures  Trading  Commission  (the
"CFTC") or on foreign exchanges.

         Futures Contracts.  A futures contract may generally be described as an
agreement between two parties to buy and sell particular  financial  instruments
for an agreed  price  during a  designated  month (or to deliver  the final cash
settlement  price,  in the case of a contract  relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).

         When interest  rates are rising or securities  prices are falling,  the
Fund can  seek to  offset  a  decline  in the  value  of its  current  portfolio
securities  through  the sale of  futures  contracts.  When  interest  rates are
falling or  securities  prices are rising,  the Fund,  through  the  purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when it effects anticipated purchases.

         Positions  taken  in the  futures  markets  are  not  normally  held to
maturity but are instead liquidated  through  offsetting  transactions which may
result  in a  profit  or a loss.  A  clearing  corporation  associated  with the
exchange on which futures on  securities  are traded  guarantees  that, if still
open, the sale or purchase will be performed on the settlement date.

         Hedging  Strategies.  Hedging,  by use of futures  contracts,  seeks to
establish  with  more  certainty  the  effective  price  and rate of  return  on
portfolio  securities and securities  that the Fund owns or proposes to acquire.
The Fund may,  for  example,  take a "short"  position in the futures  market by
selling  futures  contracts  in order to hedge  against an  anticipated  rise in
interest  rates that would  adversely  affect the value of the Fund's  portfolio
securities. Such futures contracts may include contracts for the future delivery
of securities  held by the Fund or securities  with  characteristics  similar to
those of the  Fund's  portfolio  securities.  If, in the  opinion  of the Fund's
investment  adviser,  there is a sufficient degree of correlation  between price
trends for the Fund's portfolio  securities and futures contracts based on other
financial  instruments,  securities indices or other indices,  the Fund may also
enter into such  futures  contracts  as part of its hedging  strategy.  Although
under some  circumstances  prices of securities  in the Fund's  portfolio may be
more or  less  volatile  than  prices  of such  futures  contracts,  the  Fund's
investment  adviser  will  attempt to  estimate  the  extent of this  volatility
difference based on historical patterns and compensate for any such differential
by having the Fund enter into a greater or lesser number of futures contracts or
by attempting  to achieve only a partial  hedge against price changes  affecting
the Fund's securities  portfolio.  When hedging of this character is successful,
any  depreciation  in the value of portfolio  securities  will be  substantially
offset by appreciation in the value of the futures position.  On the other hand,
any unanticipated  appreciation in the value of the Fund's portfolio  securities
would be substantially offset by a decline in the value of the futures position.

         On other  occasions,  the Fund may take a "long" position by purchasing
futures  contracts.  This would be done, for example,  when the Fund anticipates
the subsequent purchase of particular securities when it has the necessary cash,
but expects the prices or interest rates then available in the applicable market
to be less favorable than prices or rates that are currently available.

         Options on Futures  Contracts.  The acquisition of put and call options
on futures contracts will give the Fund the right (but not the obligation) for a
specified  price to sell or to purchase,  respectively,  the underlying  futures
contract at any time during the option period.  As the purchaser of an option on
a futures  contract,  the Fund  obtains the  benefit of the futures  position if
prices move in a favorable direction but limits its risk of loss in the event of
an unfavorable price movement to the loss of the premium and transaction costs.

         The writing of a call option on a futures contract  generates a premium
which may  partially  offset a decline  in the value of the  Fund's  assets.  By
writing a call option, the Fund becomes obligated,  in exchange for the premium,
to sell (if the option is exercised) a futures contract,  which may have a value
higher than the  exercise  price.  Conversely,  the writing of a put option on a
futures  contract  generates a premium which may partially offset an increase in
the price of  securities  that the Fund intends to purchase.  However,  the Fund
becomes  obligated to purchase (if the option is  exercised) a futures  contract
which may have a value lower than the exercise price. Thus, the loss incurred by
the Fund in writing  options on futures is potentially  unlimited and may exceed
the amount of the premium  received.  The Fund will incur  transaction  costs in
connection with the writing of options on futures.

         The holder or writer of an option on a futures  contract may  terminate
its  position  by  selling  or  purchasing  an  offsetting  option  on the  same
securities.  There  is no  guarantee  that  such  closing  transactions  can  be
effected.  The  Fund's  ability to  establish  and close out  positions  on such
options will be subject to the development and maintenance of a liquid market.

         The Fund may use options on futures  contracts for bona fide hedging or
non-hedging purposes as discussed below.

         Other  Considerations.  The Fund will  engage in  futures  and  related
options  transactions  only for bona fide  hedging or  non-hedging  purposes  in
accordance  with CFTC  regulations  which  permit  principals  of an  investment
company  registered  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"),  to engage in such  transactions  without  registering as commodity
pool  operators.  The Fund is not  permitted  to engage in  speculative  futures
trading.  The Fund will  determine  that the price  fluctuations  in the futures
contracts  and options on futures used for hedging  purposes  are  substantially
related to price fluctuations in securities held by the Fund or which it expects
to purchase.  Except as stated below,  the Fund's futures  transactions  will be
entered into for traditional hedging purposes -- i.e., futures contracts will be
sold to protect against a decline in the price of securities that the Fund owns,
or futures  contracts  will be purchased to protect the Fund against an increase
in the price of securities  it intends to purchase.  As evidence of this hedging
intent,  the Fund expects that on 75% or more of the occasions on which it takes
a long futures or option position (involving the purchase of futures contracts),
the  Fund  will  have  purchased,  or  will  be in the  process  of  purchasing,
equivalent amounts of related securities in the cash market at the time when the
futures or option position is closed out. However,  in particular cases, when it
is economically  advantageous for the Fund to do so, a long futures position may
be  terminated  or an option may expire  without the  corresponding  purchase of
securities or other assets.

         As an  alternative  to literal  compliance  with the bona fide  hedging
definition,  a CFTC  regulation  permits  the  Fund to elect  to  comply  with a
different test, under which the sum of the amounts of initial margin deposits on
the  Fund's  existing  non-hedging  futures  contracts  and  premiums  paid  for
non-hedging  options on futures  (net of the  amount the  positions  are "in the
money")  would not exceed 5% of the market  value of the Fund's net assets.  The
Fund will engage in  transactions  in futures  contracts and options only to the
extent such  transactions  are consistent with the  requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), for maintaining its qualification
as a regulated investment company for federal income tax purposes.

         Transaction costs associated with futures contracts and related options
involve  brokerage costs,  require margin deposits and, in the case of contracts
and  options  obligating  the Fund to purchase  securities,  require the Fund to
segregate assets to cover such contracts and options.

         While  transactions  in futures  contracts  and  options on futures may
reduce certain risks, such  transactions  themselves entail certain other risks.
Thus, while the Fund may benefit from the use of futures and options on futures,
unanticipated  changes in interest  rates or  securities  prices may result in a
poorer  overall  performance  for the Fund than if it had not  entered  into any
futures  contracts  or  options  transactions.  In  the  event  of an  imperfect
correlation  between  a  futures  position  and a  portfolio  position  which is
intended to be  protected,  the desired  protection  may not be obtained and the
Fund may be exposed to risk of loss.  The only  futures  contracts  available to
hedge the Fund's  portfolio are various futures on U.S.  Government  securities,
futures on a municipal securities index and stock index futures.

Tax-Exempt Bonds

         Tax-Exempt  Bonds include debt  obligations  issued to obtain funds for
various public  purposes,  including the  construction of a wide range of public
facilities  such  as  airports,  bridges,  highways,  housing,  hospitals,  mass
transportation,  schools,  streets,  and  water and sewer  works.  Other  public
purposes  for which  Tax-Exempt  Bonds may be issued  include the  refunding  of
outstanding obligations, obtaining funds for general operating expenses, and the
obtaining  of funds to loan to other  public  institutions  and  facilities.  In
addition,  certain types of industrial development bonds are, or have been under
prior  law,  issued by or on behalf of  public  authorities  to obtain  funds to
provide privately-operated housing facilities, sports facilities,  convention or
trade show facilities,  airports, mass transit, port or parking facilities,  air
or water pollution  control  facilities,  and certain local facilities for water
supply, gas,  electricity,  or sewage or solid waste disposal.  Such obligations
are  included  within the term  Tax-Exempt  Bonds if the  interest  paid thereon
qualifies as excluded from gross income for federal  income tax purposes.  Other
types of industrial  development  bonds,  the proceeds of which are used for the
construction,  equipment, repair or improvement of privately operated industrial
or commercial facilities,  may constitute Tax-Exempt Bonds, although the current
federal tax laws place substantial limitations on the size of such issues.

         The two  principal  classifications  of  Tax-Exempt  Bonds are "general
obligation" and "revenue"  bonds.  General  obligation  bonds are secured by the
issuer's  pledge of its  faith,  credit  and  taxing  power for the  payment  of
principal and interest. Revenue bonds are payable only from the revenues derived
from a particular  facility or class of facilities  or, in some cases,  from the
proceeds  of a  special  excise or other  specific  revenue  source.  Industrial
development bonds which are Tax-Exempt Bonds are in most cases revenue bonds and
do not  generally  constitute  the  pledge of the  credit of the  issuer of such
bonds.  There are, of course,  variations in security of Tax-Exempt  Bonds, both
within a particular  classification  and between  classifications,  depending on
numerous factors.

   
         The Fund may invest more than 25% of its total assets in  securities of
companies in the gas, electric,  telephone,  sewer and water, public and private
utility sectors of the municipal bond market.  In view of this, an investment in
the Fund should be made with an  understanding of the  characteristics  of these
economic  sectors and the  potential  risks of such an  investment.  Sector-wide
problems  include  the  effects  of  fluctuating  economic  conditions,   energy
conservation practices on levels of usage,  difficulties in obtaining timely and
adequate rate relief,  compliance  with  environmental  regulations,  increasing
capital  expenditures  and  uncertainties  with respect to fuel  availability at
reasonable  prices.  The Fund does not consider  broader economic sectors of the
municipal bond market such as the utilities  sector to be a single  industry and
will not  purchase  securities  if more  than 25% of its total  assets  would be
invested in any one industry. For purposes of this limitation, Tax-Exempt Bonds,
except  those  issued  for  the  benefit  of  non-governmental  users,  are  not
considered  to be part of an  industry.  The Fund may  invest 25% or more of its
total  assets in  Tax-Exempt  Bonds of issuers in any one state or it may invest
25% or more of its total assets in industrial development bonds.
    

         The yields on  Tax-Exempt  Bonds are dependent on a variety of factors,
including general money market conditions,  general conditions of the Tax-Exempt
Bond market, the size of a particular offering,  the maturity of the obligation,
and the rating of the issue. The value of outstanding Tax-Exempt Bonds will vary
as a result of changing  evaluations of the ability of their issuers to meet the
interest  and  principal  payments.  Such values will also change in response to
changes in the interest rates payable on new issues of Tax-Exempt Bonds;  should
such interest rates rise, the values of outstanding bonds,  including those held
in the Fund's  portfolio,  will decline and (if  purchased at principal  amount)
would sell at a  discount,  and,  if such  interest  rates  fall,  the values of
outstanding  bonds will  increase and (if  purchased at principal  amount) would
sell at a  premium.  Changes  in the value of the  Tax-Exempt  Bonds held in the
Fund's  portfolio  arising from these or other factors will cause changes in the
net asset value per share of the Fund.

         From time to time,  proposals have been introduced  before Congress for
the purpose of restricting  or eliminating  the federal income tax exemption for
interest on Tax-Exempt  Bonds. It can be expected that similar  proposals may be
introduced in the future.  If such a proposal were enacted,  the availability of
Tax-Exempt  Bonds  for  investment  by the  Fund  and the  value  of the  Fund's
portfolio  would be  affected.  Additionally,  the  Fund  would  reevaluate  its
investment  objective and policies and consider  changes in the structure of the
Fund.

   
         The Fund will limit  portfolio  turnover to the extent  practicable and
consistent with its investment objective and policies.  While it does not intend
to engage in short-term  trading,  the Fund will not preclude itself from taking
advantage of short-term  trends and yield disparities that might occur from time
to time. A higher portfolio turnover rate will result in correspondingly  higher
transaction costs.
    

2.       INVESTMENT RESTRICTIONS


         Fundamental  Investment  Restrictions.  The  Fund has  adopted  certain
investment restrictions which may not be changed without the affirmative vote of
the holders of a "majority of the outstanding voting securities" ( as defined in
the 1940 Act) of the Fund. The Fund may not:

1. Purchase any security  (other than  obligations of the U.S.  Government,  its
agencies or  instrumentalities),  if as a result: (a) more than 25% of the value
of the Fund's total assets  would then be invested in  securities  of any single
issuer;  or (b) as to 75% of the value of the Fund's total assets,  more than 5%
of the value of the Fund's total assets would then be invested in  securities of
any single issuer. For the purpose of this limitation, the Fund will regard each
state and each political  subdivision,  agency or  instrumentality of such state
and each  multi-state  agency  of which  such  state is a member  as a  separate
issuer;

2. Borrow money,  except from a bank for temporary or emergency purposes and not
for  investment  purposes,  and then only in an amount not  exceeding  5% of the
value of the Fund's total assets at the time of borrowing;

3. Pledge, mortgage or hypothecate its assets, except that, to secure borrowings
permitted by subparagraph  (2) above, it may pledge  securities  having a market
value at the time of pledge not  exceeding  5% of the value of the Fund's  total
assets;

4. Knowingly  purchase or otherwise  acquire any securities which are subject to
legal or contractual restrictions on resale or which are not readily marketable,
or purchase the securities of any other investment  company,  except that it may
make  purchases of  securities of  investment  companies in accordance  with its
investment  objective,  policies,  and  restrictions  or as  part  of a  merger,
consolidation or acquisition of assets;

5. Underwrite any issue of securities, except in connection with the purchase of
securities  in  accordance   with  its   investment   objective,   policies  and
limitations,  or  participate  on a  joint  or  joint-and-several  basis  in any
securities trading account;

6. Purchase or sell real estate (or real estate limited partnerships),  but this
shall not prevent the Fund from investing in Tax-Exempt Bonds or other permitted
obligations secured by real estate or interests therein;

7. Purchase or sell commodities or commodity contracts except options, financial
futures  or  options on  financial  futures  contracts  in  accordance  with its
investment objective, policies, and restrictions, or invest in oil, gas or other
mineral leases,  exploration or development programs, or write or purchase puts,
calls, straddles, spreads or any combination thereof;

8. Make loans, except through the purchase of securities,  including  repurchase
agreements,   in  accordance  with  its  investment   objective,   policies  and
limitations;

9. Make short sales of securities or purchase any  securities on margin,  except
for such  short-term  credits as are necessary for the clearance of transactions
and margin payments in connection with options,  financial futures contracts and
options on financial futures contracts; or

10. Purchase or retain the securities of any issuer other than the securities of
the Fund, if, to the Fund's knowledge,  those officers and trustees of the Fund,
or  of  the  investment   adviser  or  underwriter,   who  own  individually  or
beneficially  more than 1/2 of 1% of the  outstanding  securities of such issuer
together own beneficially more than 5% of such outstanding securities.

         If a percentage  restriction on investment or utilization of assets set
forth in any of the above is adhered  to at the time an  investment  is made,  a
later change in percentage  resulting  from  changing  values or a change in the
rating of a portfolio security will not be considered a violation of policy.


<PAGE>



2.       MANAGEMENT OF THE FUND

         The  Fund's  Board of  Trustees  provides  broad  supervision  over the
affairs of the Fund.  The  officers of the Fund are  responsible  for the Fund's
operations.  The Trustees and  executive  officers of the Fund are listed below,
together  with  their  principal  occupations  during  the past five  years.  An
asterisk  indicates those Trustees who are interested persons of the Fund within
the meaning of the 1940 Act.

   
     JOHN F. COGAN,  JR.*,  Chairman of the Board,  President and Trustee,  DOB:
June 1926  President,  Chief  Executive  Officer  and a Director  of The Pioneer
Group,  Inc.  ("PGI");   Chairman  and  a  Director  of  Pioneering   Management
Corporation  ("PMC") and Pioneer Funds  Distributor,  Inc. ("PFD");  Director of
Pioneering Services  Corporation  ("PSC"),  Pioneer Capital Corporation ("PCC"),
Pioneer Real Estate Advisors,  Inc.,  Pioneer Forest,  Inc.,  Pioneer  Explorer,
Inc., Pioneer Management  (Ireland) Ltd. ("PMIL") and Closed Joint Stock Company
"Forest-Starma";  President and Director of Pioneer Metals and Technology,  Inc.
("PMT"),  Pioneer  International  Corp.  ("PIntl"),  Pioneer First Russia,  Inc.
("First Russia") and Pioneer Omega,  Inc.  ("Omega");  Chairman of the Board and
Director of Pioneer Goldfields Limited ("PGL") and Teberebie Goldfields Limited;
Chairman of the  Supervisory  Board of Pioneer Fonds  Marketing,  GmbH,  Pioneer
First  Polish  Investment  Fund Joint Stock  Company,  S.A.  and  Pioneer  Czech
Investment Company, A.S.; Chairman,  President and Trustee of all of the Pioneer
mutual funds;  Director of Pioneer  Global Equity Fund Plc,  Pioneer Global Bond
Fund Plc,  Pioneer DM Cashfonds Plc,  Pioneer  European Equity Fund Plc, Pioneer
Central & Eastern  Europe  Fund Plc and  Pioneer US Real  Estate  Fund Plc;  and
Partner, Hale and Dorr LLP (counsel to PGI and the Trust).


MARY K. BUSH, Trustee,  DOB:  April 1948
4201 Cathedral Avenue, NW, Washington, DC  20016
President,  Bush & Co., an international  financial advisory firm;  Director and
Trustee of Mortgage Guaranty Insurance Corporation,  Novecon Management Company,
Hoover Institution,  Folger Shakespeare  Library,  March of Dimes, Project 2000,
Inc. (not-for-profit educational organization), Small Enterprise Assistance Fund
and Wilberforce University;  Advisory Board Member,  Washington Mutual Investors
Fund, a registered  investment company; and Trustee of all of the Pioneer mutual
funds, except Pioneer Variable Contracts Trust.

RICHARD H. EGDAHL, M.D.,Trustee, DOB:  December 1926
Boston University Health Policy Institute, 53 Bay State Road, Boston, MA  02115
Alexander  Graham  Bell  Professor  of  Health  Care  Entrepreneurship,   Boston
University;  Professor of Management,  Boston  University  School of Management;
Professor of Public Health, Boston University School of Public Health; Professor
of Surgery, Boston University School of Medicine;  University Professor,  Boston
University;  Director,  Boston  University  Health  Policy  Institute and Boston
University Program for Health Care Entrepreneurship;  Director, CORE (management
of workers'  compensation  and disability costs - NASDAQ);  Director,  WellSpace
(provider  of  complementary  health  care);  Trustee,  Boston  Medical  Center;
Honorary  Trustee,  Franciscan  Children's  Hospital;  and Trustee of all of the
Pioneer mutual funds.

MARGARET B.W. GRAHAM, Trustee, DOB:  May 1947
The Keep, P.O. Box 110, Little Deer Isle, ME  04650
Founding  Director,  The Winthrop  Group,  Inc.  (consulting  firm);  Manager of
Research  Operations,  Xerox  Palo  Alto  Research  Center,  from  1991 to 1994;
Professor of Operations  Management  and  Management of Technology and Associate
Dean, Boston University School of Management,  from 1989 to 1993; and Trustee of
all of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.

JOHN W. KENDRICK, Trustee, DOB:  July 1917
6363 Waterway Drive, Falls Church, VA  22044
Professor   Emeritus,   George   Washington   University;   Director,   American
Productivity and Quality Center; Adjunct Scholar, American Enterprise Institute;
Economic  Consultant;  and Trustee of all of the Pioneer  mutual  funds,  except
Pioneer Variable Contracts Trust.

MARGUERITE A. PIRET,  Trustee,  DOB: May 1948 One Boston Place, Suite 2635,
Boston, MA 02108 President,  Newbury,  Piret & Company,  Inc.  (merchant banking
firm); Trustee of Boston Medical Center; Member of the Board of Governors of the
Investment Company Institute; and Trustee of all of the Pioneer mutual funds.

DAVID D. TRIPPLE*, Trustee and Executive Vice President, DOB:  February 1944
Executive  Vice  President and a Director of PGI;  President,  Chief  Investment
Officer and a Director of PMC; Director of PFD, PCC, PIntl, First Russia, Omega,
Pioneer SBIC Corporation ("Pioneer SBIC"), PMIL, Pioneer Global Equity Fund Plc,
Pioneer Global Bond Fund Plc,  Pioneer DM Cashfonds Plc, Pioneer European Equity
Fund Plc,  Pioneer  Central & Eastern Europe Fund Plc and Pioneer US Real Estate
Fund Plc; and Executive  Vice President and Trustee of all of the Pioneer mutual
funds.

STEPHEN K. WEST, Trustee, DOB:  September 1928
125 Broad Street, New York, NY  10004
Of Counsel to Sullivan & Cromwell (law firm);  Trustee, The Winthrop Focus Funds
(mutual funds); and Trustee of all of the Pioneer mutual funds.

JOHN WINTHROP,  Trustee, DOB: June 1936 One North Adgers Wharf, Charleston,
SC 29401  President,  John  Winthrop  & Co.,  Inc.  (private  investment  firm);
Director of NUI Corp. (energy sales, services and distribution);  and Trustee of
all of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.


WILLIAM H. KEOUGH, Treasurer, DOB:  April 1937
Senior Vice President,  Chief Financial Officer and Treasurer of PGI;  Treasurer
of PFD, PMC, PSC, PCC,  PIntl,  PMT, PGL, First Russia,  Omega and Pioneer SBIC;
and Treasurer of all of the Pioneer mutual funds.

JOSEPH P. BARRI, Secretary, DOB:  August 1946
Corporate Secretary of PGI and most of its subsidiaries; Secretary of all of the
Pioneer mutual funds; and Partner, Hale and Dorr LLP.

ERIC W. RECKARD, Assistant Treasurer, DOB:  June 1956
Manager of Business  Planning and Internal  Audit of PMC since  September  1998;
Manager  of  Fund  Accounting  of PMC  since  May  1994;  Manager  of  Auditing,
Compliance  and  Business  Analysis  for PGI  prior to May 1994;  and  Assistant
Treasurer of all of the Pioneer mutual funds.

ROBERT P. NAULT, Assistant Secretary, DOB:  March 1964
General Counsel and Assistant  Secretary of PGI since 1995;  Assistant Secretary
of PMC,  PIntl,  PGL,  First Russia,  Omega and all of the Pioneer mutual funds;
Assistant Clerk of PFD and PSC; and junior partner of Hale and Dorr LLP prior to
1995.
    


MARK L. WINTER, Vice President,  DOB:  May 1951
       Vice  President  of the Fund since  1993;  formerly,  Portfolio  Manager,
Mutual of Omaha Fund Management Company (until 1993.)

         The Fund's  Agreement and  Declaration  of Trust (the  "Declaration  of
Trust")  provides that the holders of two-thirds of its  outstanding  shares may
vote to  remove  a  Trustee  of the Fund at any  meeting  of  shareholders.  See
"Description of Shares" below.  The business address of all officers is 60 State
Street, Boston, Massachusetts 02109.

All of the outstanding  capital stock of PFD, PMC and PSC is owned,  directly or
indirectly,  by PGI, a publicly  owned  Delaware  corporation.  PMC,  the Fund's
investment  adviser,  serves as the  investment  adviser for the Pioneer  mutual
funds  listed  below  and  manages  the  investments  of  certain  institutional
accounts.

     The table below lists all the Pioneer U. S. mutual funds currently  offered
to the public and the  investment  adviser and  principal  underwriter  for each
fund.
                                         Investment           Principal
Fund Name                                  Adviser           Underwriter

   
Pioneer International Growth Fund            PMC                 PFD
Pioneer Europe Fund                          PMC                 PFD
Pioneer World Equity Fund                    PMC                 PFD
Pioneer Emerging Markets Fund                PMC                 PFD
Pioneer India Fund                           PMC                 PFD
Pioneer Capital Growth Fund                  PMC                 PFD
Pioneer Mid-Cap Fund                         PMC                 PFD
Pioneer Growth Shares                        PMC                 PFD
Pioneer Small Company Fund                   PMC                 PFD
Pioneer Independence Fund                    PMC               Note 1
Pioneer Micro-Cap Fund                       PMC                 PFD
Pioneer Gold Shares                          PMC                 PFD
Pioneer Equity-Income Fund                   PMC                 PFD
Pioneer Balanced Fund                        PMC                 PFD
Pioneer Fund                                 PMC                 PFD
Pioneer II                                   PMC                 PFD
Pioneer Real Estate Shares                   PMC                 PFD
Pioneer Short-Term Income Trust              PMC                 PFD
Pioneer America Income Trust                 PMC                 PFD
Pioneer Bond Fund                            PMC                 PFD
Pioneer Intermediate Tax-Free Fund           PMC                 PFD
Pioneer Tax-Free Income Fund                 PMC                 PFD
Pioneer Cash Reserves Fund                   PMC                 PFD
Pioneer Interest Shares                      PMC                Note 2
Pioneer Variable Contracts Trust             PMC                Note 3

Note 1 This  fund is  available  to the  general  public  only  through  Pioneer
Independence Plans, a systematic investment plan sponsored by PFD.

Note 2 This fund is a closed-end fund.

Note 3  This  is a  series  of  ten  separate  portfolios  designed  to  provide
investment  vehicles  for the  variable  annuity  and  variable  life  insurance
contracts of various insurance companies or for certain qualified pension plans.




         To the  knowledge of the Fund,  no officer or Trustee of the Fund owned
5% or more of the issued and  outstanding  shares of PGI as of March 31,  1998,,
except Mr. Cogan who then owned approximately 14% of such shares.

           As of March 31,  1998,  the  Trustees and Officers of the Fund owned
beneficially  in the  aggregate  less than 1% of the  outstanding  shares of the
Fund.  As of such date Merrill  Lynch Pierce  Fenner & Smith Inc.,  for the sole
benefit of its  customers,  4800 Deer Lake Drive East 3rd Fl,  Jacksonville,  FL
32246-6484 owned  approximately  8.94%  (47,673.331) of the outstanding  Class B
shares and 12.60%  (19,252.781) of the outstanding Class C shares;  Smith Barney
Inc., 388 Greenwich Street, New York, NY 10013-2375 owned  approximately  11.45%
(17,499.482), 9.72% (14,852.486), 5.56% (8,505.367) and 5.38% (8,226.504) of the
outstanding  Class C shares;  Raffaella R.  Buonocore  TTEE of the  Raffaella R.
Buonocore Living Trust owned approximately 9.08% (13,877.874) of the outstanding
Class C shares; and Pioneer Funds Distributor, Inc., 60 State Street, Boston, MA
02109-1800  owned  approximately  6.07%  (9,283.320) of the outstanding  Class C
shares; Compensation of Officers and Trustees
                  The  Fund  pays  no  salaries  or  compensation  to any of its
officers.  The Fund will pay an annual  trustee's fee to each Trustee who is not
affiliated  with PMC, PGI, PFD or PSC consisting of two  components:  (a) a base
fee of $500 and (b) a variable  fee,  calculated on the basis of the average net
assets of the Fund. In addition,  the Fund will pay a per meeting fee of $100 to
each Trustee who is not affiliated with PMC, PGI, PFD or PSC. The Fund also pays
an annual  committee  participation  fee to  trustees  who serve as  members  of
committees  established  to act on behalf of one or more of the  Pioneer  mutual
funds.  Committee  fees are  allocated  to the Fund on the  basis of the  Fund's
average net assets.  Each Trustee who is a member of the Audit Committee for the
Pioneer mutual funds receives an annual fee equal to 10% of the aggregate annual
trustee's fee, except the Committee  Chair who receives an annual  trustee's fee
equal to 20% of the  aggregate  annual  trustee's  fee.  Members of the  Pricing
Committee for the Pioneer  mutual funds,  as well as any other  committee  which
renders  material  functional  services to the Board of Trustees for the Pioneer
mutual  funds,  receive an annual fee equal to 5% of the annual  trustee's  fee,
except the Committee Chair who receives an annual  trustee's fee equal to 10% of
the annual  trustee's fee. Each Trustee who is not affiliated with PMC, PGI, PFD
or PSC  also  receives  $375 per  meeting  for  attendance  at  meetings  of the
Non-Interested Trustees Committee, except for the Committee Chairperson who will
receive an  additional  $375 per meeting.  Any such fees paid to  affiliates  or
interested  persons of PMC, PGI, PFD or PSC are reimbursed to the Fund under its
management contract.
    

The following table provides information  regarding the compensation paid by the
Fund and other Pioneer mutual funds to the Trustees for their services.

<TABLE>
<CAPTION>
<S>                                               <C>                      <C>                      <C>    

                                                                   Pension or                    Total
                                                                   Retirement                Compensation
                                                                    Benefits                 from the Fund
                                            Aggregate                Accrued                 and all other
                                          Compensation             as Part of                   Pioneer
TrusteeFrom the Fund*                  the Fund's Expenses       Mutual Funds**

   
John F. Cogan, Jr.                            $   500                   $0                     $12,000
Mary K. Bush +                                  1,106                   $0                     $30,000
Richard H. Egdahl, M.D.                        $2,283                   $0                     $62,000
Margaret B.W. Graham                           $2,283                   $0                     $60,000 
John W. Kendrick                               $2,118                   $0                     $55,800            
MargueriA. Piret                               $2,838                   $0                     $80,000
David D. Tripple                              $   500                   $0                     $12,000
Stephen K. West                                $2,319                   $0                     $63,800
John Winthrop                                  $2,601                   $0                     $69,000

  Totals                                      $16,548                   $0                    $444,600
                                              =======                   ==                    ========


 *  As of December 31, 1997, the Fund's fiscal year end.
**  As of December 31, 1997
+   Mary K. Bush became a Trustee on June 23, 1997.
    
</TABLE>

4. INVESTMENT ADVISER As stated in the Prospectus, PMC, 60 State Street, Boston,
Massachusetts  02109,  serves as the Fund's investment  adviser.  PMC became the
Fund's  investment  adviser on December 1, 1993.  Prior to that date,  Mutual of
Omaha Fund Management  Company ("FMC") served as the Fund's investment  adviser.
The management  contract is renewable  annually by the vote of a majority of the
Board of Trustees of the Fund (including a majority of the Board of Trustees who
are not parties to the contract or interested  persons of any such parties) cast
in person at a meeting  called for the purpose of voting on such  renewal.  This
contract  terminates if assigned and may be terminated without penalty by either
party by vote of its Board of Trustees or a majority of its  outstanding  voting
securities and the giving of 60 days' written notice.

         As compensation for its management services and expenses incurred,  PMC
is entitled to a management  fee at the following  rates per annum of the Fund's
average  daily  net  assets.  The fee is  computed  and  accrued  daily and paid
monthly.



Net Assets                                     Annual Rate

For assets up to $250,000,000                      0.50%
For assets in excess of $250,000,000
  to $300,000,000                                  0.48%
Over $300,000,000                                  0.45%

         PMC agreed that until  December  1, 1995,  its fee would not exceed the
fee that would have been payable  under the previous  management  contract  with
FMC,  without  giving  effect to any  expense  limitation.  Under  the  previous
management contract with FMC, which was terminated on December 1, 1993, the Fund
paid FMC a management  fee at an annual rate equal to the following  percentages
of the Fund's average daily net assets:

Net Assets                                       Annual Rate

For assets up to and including $100,000,000          .50%
For assets in excess of $100,000,000
  to $200,000,000                                    .48%
For assets in excess of $200,000,000
  to $300,000,000                                    .46%
For assets in excess of $300,000,000
  to $400,000,000                                    .44%
For assets in excess of $400,000,000
  to $500,000,000                                    .42%
For assets of $500,000,000 and over                  .40%

         .

   
During the fiscal years ended December 31, 1995,  December 31, 1996 and December
31,  1997the Fund incurred  management  fees of  $2,153,083,  and  $2,196,607and
$2,063,785, respectively.
    

5.       UNDERWRITING AGREEMENT AND DISTRIBUTION PLANS

         The Fund has  entered  into an  Underwriting  Agreement  with PFD.  The
Underwriting  Agreement will continue from year to year if annually  approved by
the Trustees.  The  Underwriting  Agreement  provides that PFD will bear certain
distribution expenses not borne by the Fund.

         PFD  bears all  expenses  it incurs  in  providing  services  under the
Underwriting Agreement.  Such expenses include compensation to its employees and
representatives  and to securities  dealers for  distribution  related  services
performed for the Fund.  PFD also pays certain  expenses in connection  with the
distribution of the Fund's shares, including the cost of preparing, printing and
distributing  advertising or promotional materials, and the cost of printing and
distributing prospectuses and supplements to prospective shareholders.  The Fund
bears the cost of registering its shares under federal and state securities law.
The  Fund  and  PFD  have  agreed  to  indemnify  each  other  against   certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
Under the  Underwriting  Agreement,  PFD will use its best  efforts in rendering
services to the Fund.

         The Fund has  adopted a plan of  distribution  pursuant  to Rule  12b-1
under the 1940 Act with  respect  to each Class of shares  (the  "Class A Plan",
"Class B Plan" and "Class C Plan") (together, the "Plans").

Class A Plan

         Pursuant  to the  Class A Plan,  the  Fund  may  reimburse  PFD for its
expenditures in financing any activity  primarily intended to result in the sale
of the  Class A  shares.  Certain  categories  of such  expenditures  have  been
approved by the Board of Trustees and are set forth in the Prospectus  under the
caption  "Distribution  Plans." The expenses of the Fund pursuant to the Class A
Plan are accrued on a fiscal year basis and may not exceed,  with respect to the
Class A shares,  the annual rate of 0.25% of the Fund's average daily net assets
attributable to Class A shares.

Class B Plan

   
         The Class B Plan  provides  that the Fund shall pay PFD,  as the Fund's
distributor for its Class B shares, a daily  distribution fee equal on an annual
basis to 0.75% of the Fund's  average daily net assets  attributable  to Class B
shares and will pay PFD a service fee equal to 0.25% of the Fund's average daily
net  assets  attributable  to  Class B  shares  (which  PFD  will in turn pay to
securities  dealers which enter into a sales  agreement with PFD at a rate of up
to 0.25% of the Fund's average daily net assets  attributable  to Class B shares
owned by investors  for whom that  securities  dealer is the holder or dealer of
record).  This  service  fee is  intended  to be in  consideration  of  personal
services and/or account maintenance services rendered by the dealer with respect
to Class B shares.  PFD will advance to dealers the first-year  service fee at a
rate equal to 0.25% of the amount invested.  As compensation  therefor,  PFD may
retain the  service  fee paid by the Fund with  respect  to such  shares for the
first year after purchase.  Dealers will become eligible for additional  service
fees with respect to such shares  commencing in the thirteenth  month  following
purchase.  Dealers  may from  time to time be  required  to meet  certain  other
criteria in order to receive service fees. PFD or its affiliates are entitled to
retain all  service  fees  payable  under the Class B Plan for which there is no
dealer  of  record or for  which  qualification  standards  have not been met as
partial  consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.

         The purpose of  distribution  payments to PFD under the Class B Plan is
to compensate PFD for its  distribution  services with respect to Class B shares
of the Fund.  PFD pays  commissions  to dealers as well as  expenses of printing
prospectuses  and reports used for sales purposes,  expenses with respect to the
preparation  and printing of sales  literature  and other  distribution  related
expenses,   including,   without  limitation,  the  cost  necessary  to  provide
distribution-related   services,  or  personnel,   travel  office  expenses  and
equipment.  The  Class B Plan  also  provides  that PFD will  receive  all CDSCs
attributable to Class B shares. See "Distribution Plans" in the Prospectus. When
a broker-dealer sells Class B shares and elects,  with PFD's approval,  to waive
its right to receive the  commission  normally paid at the time of the sale, PFD
may cause all or a portion of the  distribution  fees described above to be paid
to the broker-dealer.
    



Class C Plan

   
         The Class C Plan  provides  that the Fund will pay PFD,  as the  Fund's
distributor  for its Class C shares,  a distribution  fee accrued daily and paid
quarterly,  equal on an annual  basis to 0.75% of the Fund's  average  daily net
assets  attributable  to Class C shares and will pay PFD a service  fee equal to
0.25% of the Fund's average daily net assets attributable to Class C shares. PFD
will in turn pay to securities  dealers which enter into a sales  agreement with
PFD a  distribution  fee and a service  fee at rates of up to 0.75%  and  0.25%,
respectively,  of the Fund's  average daily net assets  attributable  to Class C
shares  owned by  investors  for whom that  securities  dealer is the  holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C shares.  PFD will advance to dealers the first-year  service fee at a
rate equal to 0.25% of the amount invested.  As compensation  therefor,  PFD may
retain the  service  fee paid by the Fund with  respect  to such  shares for the
first year after  purchase.  Commencing  in the  thirteenth  month  following  a
purchase of Class C shares,  dealers will become eligible for additional service
fees at a rate of up to 0.25%  and  additional  compensation  at a rate of up to
0.75% of the net asset  value of such  shares.  Dealers may from time to time be
required to meet certain other criteria in order to receive service fees. PFD or
its affiliates are entitled to retain all service fees payable under the Class C
Plan for which there is no dealer of record or for which qualification standards
have not been met as partial  consideration for personal services and/or account
maintenance  services  performed  by  PFD  or  its  affiliates  for  shareholder
accounts.
    

         The purpose of  distribution  payments to PFD under the Class C Plan is
to  compensate  PFD for its  distribution  services  with respect to the Class C
shares of the Fund.  PFD pays  commissions  to  dealers as well as  expenses  of
printing prospectuses and reports used for sales purposes, expenses with respect
to   the   preparation   and   printing   of   sales    literature   and   other
distribution-related expenses, including, without limitation, the cost necessary
to provide  distribution-related  services, or personnel, travel office expenses
and  equipment.  The Class C Plan also  provides that PFD will receive all CDSCs
attributable to Class C shares.  (See  "Distribution  Plans" in the Prospectus.)
When a broker-dealer  sells Class C shares and elects,  with PFD's approval,  to
waive its right to receive the commission normally paid at the time of the sale,
PFD may cause all or a portion of the  distribution  fees described  above to be
paid to the broker-dealer.



General

         In accordance with the terms of the Plans, PFD provides to the Fund for
review by the Trustees a quarterly  written report of the amounts expended under
the respective  Plan and the purpose for which such  expenditures  were made. In
the Trustees'  quarterly  review of the Plans,  they will consider the continued
appropriateness  and the  level  of  reimbursement  or  compensation  the  Plans
provide.

         No  interested  person of the Fund,  nor any Trustee of the Fund who is
not an  interested  person of the Fund,  has any  direct or  indirect  financial
interest in the operation of the Plans except to the extent that PFD and certain
of its employees may be deemed to have such an interest as a result of receiving
a portion of the amounts  expended under the Plans by the Fund and except to the
extent certain officers may have an interest in PFD's ultimate parent, PGI.

   
         The Plans were  adopted by a  majority  vote of the Board of  Trustees,
including  all of the Trustees who are not, and were not at the time they voted,
interested  persons,  as  defined  in the 1940 Act (none of whom had or have any
direct or indirect financial interest in the operation of the Plan) of the Fund,
cast in person at a meeting  called for the  purpose of voting on the Plans.  In
approving  the  Plans,  the  Trustees  identified  and  considered  a number  of
potential  benefits which the Plans may provide.  The Board of Trustees believes
that there is a reasonable  likelihood  that the Plans will benefit the Fund and
its current and future  shareholders.  Under their  terms,  the Plans  remain in
effect from year to year provided such continuance is approved  annually by vote
of the Trustees in the manner  described  above. The Plans may not be amended to
increase materially the annual percentage limitation of average net assets which
may be  spent  for  the  services  described  therein  without  approval  of the
shareholders of the Fund affected thereby,  and material amendments to the Plans
must also be approved by the Trustees in the manner  described above. A Plan may
be  terminated  at any time,  without  payment  of any  penalty,  by vote of the
majority of the Trustees who are not interested  persons of the Fund and have no
direct or indirect  financial  interest in the  operations  of the Plan, or by a
vote of a majority of the outstanding  voting securities (as defined in the 1940
Act) of the respective Class of the Fund. A Plan will automatically terminate in
the event of its  assignment  (as  defined  in the 1940 Act).  In the  Trustees'
quarterly   review  of  the  Plans,   they  will  consider  a  Plan's  continued
appropriateness and the level of compensation it provides.

     During the fiscal year ended  December 31, 1997,  the Fund  incurred  total
distribution  fees pursuant to the Fund's Class A Plan, Class B Plan and Class C
Plan of $1,052,278,,  $50,451 and $9,515, respectively. Upon redemption, Class A
shares may be subject  to a 1% CDSC,  Class B shares are  subject to a CDSC at a
rate  declining from a maximum of 4% of the lower of the cost or market value of
the shares and Class C shares are  subject to a 1% CDSC.  During the fiscal year
ended December 31, 1997, CDSCs, in the amount of approximately $24,904 were paid
to PFD.
    



6.       SHAREHOLDER SERVICING/TRANSFER AGENT

   
         The  Fund  has   contracted   with  PSC,  60  State   Street,   Boston,
Massachusetts  02109,  to act as shareholder  servicing agent and transfer agent
for the Fund. This contract terminates if assigned and may be terminated without
penalty by either party upon 90 days' written notice.
    

         Under  the  terms of its  contract  with  the  Fund,  PSC will  service
shareholder  accounts,  and its  duties  will  include:  (i)  processing  sales,
redemptions and exchanges of shares of the Fund; (ii) distributing dividends and
capital gains  associated with Fund portfolio  accounts;  and (iii)  maintaining
account records and responding to routine shareholder inquiries.

         PSC  receives  an annual fee of $30.00 per Class A, Class B and Class C
shareholder  account from the Fund as  compensation  for the services  described
above.  PSC is also reimbursed by the Fund for its  out-of-pocket  expenditures.
This fee is set at an amount  determined  by vote of a majority of the  Trustees
(including a majority of the  Trustees who are not parties to the contract  with
PSC or interested persons of any such parties) to be comparable to fees for such
services  being  paid by other  investment  companies.  The Fund may  compensate
entities which have agreed to provide certain sub-accounting  services,  such as
specific transaction processing and recordkeeping services. Any such payments by
the Fund would be in lieu of the per account fee which would  otherwise  be paid
by the Fund to PSC.



7.       CUSTODIAN

   
         Brown Brothers Harriman & Co., 40 Water Street,  Boston,  Massachusetts
02109, is the custodian (the "Custodian") of the Fund's assets.  The Custodian's
responsibilities  include  safekeeping  and  controlling  the  Fund's  cash  and
securities,  handling the receipt and  delivery of  securities,  and  collecting
interest and dividends on the Fund's  investments.  The Custodian  also provides
fund accounting, bookkeeping and pricing assistance to the Fund.
    

         The Custodian does not determine the investment policies of the Fund or
decide which  securities it will buy or sell.  The Fund may invest in securities
issued  by the  Custodian,  deposit  cash in the  Custodian  and  deal  with the
Custodian as a principal in securities transactions. Portfolio securities may be
deposited into the Federal Reserve-Treasury  Department Book Entry System or the
Depository Trust Company.

8.       PRINCIPAL UNDERWRITER

   
         PFD,  60 State  Street,  Boston,  Massachusetts  02109,  serves  as the
principal underwriter for the Fund in connection with the continuous offering of
the Class A, Class B and Class C shares of the Fund.

         During the Fund's fiscal years ending  December 31,  1995,1996 and 1997
net underwriting  commissions retained by PFD in connection with the offering of
Fund  shares  were  $99,407,  $77,023  and  $50,526,  respectively.  Commissions
reallowed  to  dealers  by PFD in those  periods  were  $754,315,  $531,201  and
$348,767, respectively.
    

         The Fund will not generally issue Fund shares for  consideration  other
than cash. At the Fund's sole discretion,  however, it may issue Fund shares for
consideration  other than cash in connection  with a  reorganization,  statutory
merger, or other acquisition of portfolio securities.

9.       INDEPENDENT PUBLIC ACCOUNTANT

         Effective  January 1, 1994,  Arthur  Andersen LLP 225 Franklin  Street,
Boston,  Massachusetts  02110, was selected as the independent public accountant
for the Fund,  providing audit services,  tax return review,  and assistance and
consultation   with  respect  to  the  preparation  of  filings  with  the  SEC.
Previously, Coopers & Lybrand had served as independent public accountant to the
Fund. Arthur Andersen's  election as independent public accountant was approved,
at a meeting called for the purpose of voting on such approval, by the vote of a
majority  of those  Trustees  on the Board of  Trustees  who are not  interested
persons of the Fund.

10.      PORTFOLIO TRANSACTIONS

         All orders for the purchase or sale of portfolio  securities are placed
on behalf of the Fund by PMC  pursuant  to  authority  contained  in the  Fund's
Management  Contract.  In selecting  broker-dealers,  PMC will consider  various
relevant  factors,  including,  but not  limited  to,  the  size and type of the
transaction;  the nature and  character  of the markets  for the  security to be
purchased  or  sold;  the  execution  efficiency,   settlement  capability,  and
financial condition of the broker-dealer; the broker-dealer's execution services
rendered on a continuing  basis;  and the  reasonableness  of any  broker-dealer
spreads.

         PMC may select  broker-dealers  which provide brokerage and/or research
services to the Fund and/or  other  investment  companies  managed by PMC or who
sell shares of the Pioneer mutual funds. In addition,  if PMC determines in good
faith that the amount of commissions charged by a broker-dealer is reasonable in
relation to the value of the  brokerage and research  services  provided by such
broker-dealer,  the Fund may pay commissions to such  broker-dealer in an amount
greater  than the amount  another  firm may charge.  Such  services  may include
advice  concerning the value of securities;  the  advisability  of investing in,
purchasing  or  selling  securities;  the  availability  of  securities  or  the
purchasers or sellers of securities;  furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and  performance  of  accounts;   and  effecting  securities   transactions  and
performing functions incidental thereto (such as clearance and settlement).  PMC
maintains a listing of  broker-dealers  who provide  such  services on a regular
basis.  However,  because it is anticipated that many  transactions on behalf of
the  Fund  and  other  investment  companies  managed  by PMC  are  placed  with
broker-dealers  (including  broker-dealers on the listing) without regard to the
furnishing of such  services,  it is not possible to estimate the  proportion of
such transactions  directed to such broker-dealers  solely because such services
were provided.

         The  research  received  from  broker-dealers  may be  useful to PMC in
rendering investment management services to the Fund as well as other investment
companies  managed by PMC,  although not all such  research may be useful to the
Fund. Conversely,  such information provided by broker-dealers who have executed
transaction  orders on behalf of such other PMC  clients may be useful to PMC in
carrying out its  obligations  to the Fund. The receipt of such research has not
reduced PMC's normal independent research activities; however, it enables PMC to
avoid the additional  expenses  which might  otherwise be incurred if it were to
attempt to develop comparable information through its own staff.

         The Board of Trustees  periodically  reviews PMC's  performance  of its
responsibilities  in connection with the placement of portfolio  transactions on
behalf of the Fund.

         In  circumstances  where two or more  broker-dealers  offer  comparable
prices and executions, preference may be given to a broker-dealer which has sold
shares of the Fund as well as shares of other  investment  companies or accounts
managed by PMC. This policy does not imply a commitment to execute all portfolio
transactions through all broker-dealers that sell shares of the Fund.

   
         In addition to the Fund,  PMC acts as investment  adviser or subadviser
to the other Pioneer mutual funds,  Pioneer  Interest Shares and certain private
accounts  with  investment  objectives  similar to that of the Fund.  Securities
frequently meet the investment  objective of the Fund, such other funds and such
private  accounts.  In such cases,  the  decision to recommend a purchase to one
fund or  account  rather  than  another  is based on a number  of  factors.  The
determining  factors in most cases are the  amount of  securities  of the issuer
then  outstanding,  the value of those securities and the market for them. Other
factors considered in the investment  recommendations  include other investments
which each mutual fund or account presently has in a particular industry and the
availability of investment funds in each mutual fund or account.

         It is possible that at times identical  securities will be held by more
than one mutual fund and/or  account.  However,  positions in the same issue may
vary and the length of time that any mutual  fund or account  may choose to hold
its investment in the same issue may likewise vary. To the extent that the Fund,
another  Pioneer  mutual  fund,  Pioneer  Interest  Shares or a private  account
managed by PMC may not be able to acquire as large a position  in such  security
as it desires,  it may have to pay a higher price for the  security.  Similarly,
the Fund may not be able to obtain as large an  execution of an order to sell or
as high a price for any particular  portfolio security if PMC decides to sell on
behalf of another  account the same portfolio  security at the same time. On the
other hand, if the same  securities  are bought or sold at the same time by more
than  one  mutual  fund  or  account,  the  resulting  participation  in  volume
transactions could produce better executions for the Fund or the account. In the
event more than one  account  purchases  or sells the same  security  on a given
date,  the purchases and sales will normally be made as nearly as practicable on
a pro rata basis in proportion to the amounts desired to be purchased or sold by
each.
    

         The Fund paid no  brokerage  commissions  for the  fiscal  years  ended
December 31, 1994, 1995 and 1996.


11.         TAX STATUS

It is the Fund's  policy to meet the  requirements  of Subchapter M of the Code,
for qualification as a regulated  investment company.  These requirements relate
to the sources of the Fund's income,  the  diversification of its assets and the
distribution  of  its  income  to  shareholders.  If the  Fund  meets  all  such
requirements and distributes to its shareholders,  in accordance with the Code's
timing requirements, all investment company taxable income and net capital gain,
if any,  which it earns,  the Fund will be relieved of the  necessity  of paying
federal income tax.

In order to qualify as a regulated  investment  company under  Subchapter M, the
Fund must,  among other  things,  derive at least 90% of its annual gross income
from interest, payments with respect to securities loans, gains from the sale or
other  disposition of securities or other income  (including  gains from options
and futures contracts) derived with respect to its business of investing in such
securities (the "90% income  test")and  satisfy certain annual  distribution and
quarterly diversification requirements.

   
In accordance with its investment  objectives,  the Fund invests its assets in a
manner  which  will  provide  as large a  portion  of  tax-exempt  income  as is
consistent with the protection of shareholders' capital. Since the protection of
capital is an important aspect of the Fund's investment objectives, the Fund may
from time to time invest a portion of its  portfolio in  short-term  obligations
and  may  engage  in  transactions  generating  gains  or  income  which  is not
tax-exempt,  e.g.,  purchase  non-municipal  securities,  sell or lend portfolio
securities,  enter into repurchase agreements,  dispose of rights to when-issued
securities prior to issuance,  acquire any debt obligation at a market discount,
acquire certain stripped  tax-exempt  obligations or their coupons or enter into
options and futures  transactions.  The Fund's  distributions from such gains or
income  will  not be  "exempt-interest  dividends"  and,  accordingly,  will  be
taxable.
    

The Code  permits  tax-exempt  interest  received by the Fund to flow through as
tax-exempt "exempt-interest dividends" to the Fund's shareholders, provided that
the Fund  qualifies  as a regulated  investment  company and at least 50% of the
value of the Fund's  total  assets at the close of each  quarter of its  taxable
year consists of tax-exempt obligations,  i.e., obligations described in Section
103(a) of the Code.  That part of the  Fund's  net  investment  income  which is
attributable to interest from tax-exempt obligations and which is distributed to
shareholders  will be  designated by the Fund as an  "exempt-interest  dividend"
under the Code.  Exempt-interest  dividends  are excluded  from a  shareholder's
gross income under the Code. The  percentage of income  designated as tax-exempt
is applied uniformly to all distributions  made during each taxable year and may
differ  from the  actual  tax-exempt  percentage  earned by the Fund  during any
particular  month.  That portion of the Fund's dividends and  distributions  not
designated as tax-exempt will be taxable as described below.

   
Dividends from investment  company taxable  income,  which includes  taxable net
investment  income and net  short-term  capital gain in excess of net  long-term
capital  loss,  are  taxable as  ordinary  income,  whether  received in cash or
reinvested in additional  shares.  Dividends from net long-term  capital gain in
excess of net  short-term  capital loss ("net capital  gain"),  if any,  whether
received in cash or reinvested in additional  shares,  are taxable to the Fund's
shareholders as long-term  capital gains for federal income tax purposes without
regard to the length of time  shares of the Fund have been held.  As a result of
the  enactment of the Taxpayer  Relief Act of 1997 (the "1997 TRA") on August 5,
1997,  gain  recognized  after May 6,  1997 from the sale of a capital  asset is
taxable to  individual  (noncorporate)  investors at different  maximum  federal
income tax rates, depending generally upon the tax holding period for the asset,
the  federal  income tax  bracket of the  taxpayer,  and the dates the asset was
acquired and/or sold. The Treasury Department has issued guidance under the 1997
TRA that (subject to possible  modification  by future  "technical  corrections"
legislation) enable the Fund to pass through to its shareholders the benefits of
the  capital  gains tax rates  enacted  in the 1997 TRA.  The Fund will  provide
appropriate  information to its shareholders about its distributions,  including
the tax rate(s)  applicable  to its  distributions  from its  long-term  capital
gains,  in accordance  with this and any future  guidance.  Shareholders  should
consult their own tax advisers on the correct  application of these new rules in
their particular  circumstances.  Any dividend  declared by the Fund in October,
November  or  December  as of a record  date in such a month and paid during the
following January will be treated for federal income tax purposes as received by
shareholders on December 31 of the calendar year in which it is declared.
    

If the Fund  invests in certain  pay-in-kind  securities  ("PIKs"),  zero coupon
securities,  deferred interest  securities or, in general,  any other securities
with  original  issue  discount  (or with market  discount if the Fund elects to
include  market  discount in income  currently),  the Fund must accrue income on
such  investments  for each taxable year,  which  generally will be prior to the
receipt of the corresponding cash payments.  However,  the Fund must distribute,
at least annually,  all or  substantially  all of its net taxable and tax-exempt
income, including such accrued income, to shareholders to qualify as a regulated
investment  company  under the Code and avoid  Federal  income and excise taxes.
Therefore,  the Fund may  have to  dispose  of its  portfolio  securities  under
disadvantageous  circumstances  to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.

For federal  income tax  purposes,  the Fund is permitted to carry forward a net
capital loss for any year to offset its capital gains,  if any, during the eight
years following the year of the loss. To the extent subsequent capital gains are
offset by such losses,  they would not result in federal income tax liability to
the  Fund  and  therefore  are  not  expected  to  be  distributed  as  such  to
shareholders.  As of the end of its most recent  taxable  year,  the Fund had no
capital loss carryforwards.

   
At the time of an investor's  purchase of Fund shares, a portion of the purchase
price may be attributable  to realized or unrealized  appreciation in the Fund's
portfolio.  Consequently,  subsequent  distributions by the Fund on these shares
from such  appreciation  may be taxable to such  investor  even if the net asset
value of the  investor's  shares is, as a result of the  distributions,  reduced
below the  investor's  cost for such shares and the  distributions  economically
represent a return of a portion of the investment.

Redemptions and exchanges are taxable events for  shareholders  that are subject
to tax.  Shareholders  should  consult their own tax advisers with  reference to
their individual  circumstances to determine whether any particular  transaction
in Fund shares is properly treated as a sale for tax purposes,  as the following
discussion assumes, and the character of and tax rate applicable to any gains or
losses recognized in such  transactions  under the new rate structure enacted in
the 1997 TRA. Any loss realized by a shareholder on the redemption, exchange, or
other disposition of shares with a tax holding period of six months or less will
be disallowed to the extent of any  exempt-interest  dividends paid with respect
to such shares,  and any portion of such loss that exceeds the amount disallowed
will be treated as a long-term  capital loss to the extent of any  distributions
treated as long-term capital gain with respect to such shares.

In addition,  if Class A shares  redeemed or  exchanged  have been held for less
than 91 days, (1) in the case of a  reinvestment  in the Fund at net asset value
pursuant to the reinvestment privilege,  the sales charge paid on such shares is
not  included  in their  tax basis  under  the  Code,  and (2) in the case of an
exchange,  all or a  portion  of the  sales  charge  paid on such  shares is not
included  in their tax basis under the Code,  to the extent a sales  charge that
would otherwise apply to the shares received is reduced pursuant to the exchange
privilege.  In either case,  the portion of the sales charge not included in the
tax basis of the shares  redeemed or  surrendered  in an exchange is included in
the tax basis of the shares acquired in the reinvestment or exchange.  Losses on
redemptions or other  dispositions of shares may be disallowed under "wash sale"
rules in the  event of other  investments  in the  Fund  (including  those  made
pursuant to reinvestment of dividends and/or capital gain distributions)  within
a  period  of 61 days  beginning  30 days  before  and  ending  30 days  after a
redemption  or other  disposition  of  shares.  In such a case,  the  disallowed
portion of any loss would be  included  in the  federal  tax basis of the shares
acquired in the other investments.

Options written or purchased and futures  contracts  entered into by the Fund on
certain  securities  or indices may cause the Fund to recognize  gains or losses
from marking-to-market even though such options may not have lapsed, been closed
out, or  exercised  or such  futures  contracts  may not have been  performed or
closed  out.  The tax  rules  applicable  to  these  contracts  may  affect  the
characterization  as long-term or  short-term  of some capital  gains and losses
realized by the Fund.  Additionally,  the Fund may be required to recognize gain
if an option,  futures contract or other  transaction that is not subject to the
mark to market  rules is treated  as a  "constructive  sale" of an  "appreciated
financial  position"  held by the Fund under  Section 1259 of the Code.  Any net
mark to market gains and/or  gains from  constructive  sales may also have to be
distributed  to satisfy  the  distribution  requirements  referred to above even
though no  corresponding  cash amounts may  concurrently  be received,  possibly
requiring  the  disposition  of portfolio  securities or borrowing to obtain the
necessary cash. Losses on certain options or futures contracts and/or offsetting
positions  (portfolio  securities or other  positions  with respect to which the
Fund's  risk of loss  is  substantially  diminished  by one or more  options  or
futures  contracts)  may also be deferred  under the tax  straddle  rules of the
Code, which may also affect the characterization of capital gains or losses from
straddle  positions and certain successor  positions as long-term or short-term.
Certain tax elections may be available  that would enable the Fund to ameliorate
some adverse effects of the tax rules described in this paragraph. The tax rules
applicable  to options,  futures  contracts and straddles may affect the amount,
timing  and  character  of  the  Fund's  income  and  losses  and  hence  of its
distributions to shareholders.
    

The   Fund's   dividends   and   distributions   will   not   qualify   for  any
dividends-received  deduction  that might  otherwise  be  available  for certain
dividends received by shareholders that are corporations.

A state  income (and  possibly  local income  and/or  intangible  property)  tax
exemption is generally available to the extent (if any) the Fund's distributions
are derived from interest on (or, in the case of intangible  property taxes, the
value of its assets is  attributable  to) certain U.S.  Government  obligations,
provided in some states that certain thresholds for holdings of such obligations
and/or reporting  requirements are satisfied.  The Fund will not seek to satisfy
any  threshold or reporting  requirements  that may apply in  particular  taxing
jurisdictions,  although the Fund may in its sole  discretion  provide  relevant
information to shareholders.

The exemption of exempt-interest  dividends for federal income tax purposes does
not  necessarily  result in  exemption  under the tax laws of any state or local
taxing authority,  which vary with respect to the taxation of such income.  Many
states will exempt from tax that portion of an  exempt-interest  dividend  which
represents interest received by the Fund on that state's securities,  subject in
some cases to compliance with concentration and/or reporting requirements, which
the Fund makes no commitment to seek to satisfy.  However,  the Fund will report
annually to its  shareholders  the percentage of interest income received by the
Fund during the preceding year on federally tax-exempt  obligations  indicating,
on a state-by-state  basis only, the source of such income.  Each shareholder is
advised to consult  his own tax  adviser  regarding  the  exemption,  if any, of
exempt-interest  dividends  under the state and  local  laws  applicable  to the
shareholder.

Interest on  indebtedness  incurred  (directly or indirectly) by shareholders to
purchase or carry shares of the Fund will not be deductible  for federal  income
tax  purposes  to  the  extent  it is  deemed  under  the  Code  and  applicable
regulations to relate to exempt-interest dividends received from the Fund.

Federal law requires  that the Fund  withhold (as "backup  withholding")  31% of
reportable payments, including taxable dividends, capital gain dividends and the
proceeds of redemptions  (including  exchanges) and  repurchases to shareholders
who have not complied with IRS  regulations.  In order to avoid this withholding
requirement,  shareholders  must certify on their  Account  Applications,  or on
separate  IRS Forms  W-9,  that the  Social  Security  Number or other  Taxpayer
Identification Number they provide is their correct number and that they are not
currently  subject to backup  withholding,  or that they are exempt  from backup
withholding.  The Fund may  nevertheless  be required to withhold if it receives
notice from the IRS or a broker that the number  provided is incorrect or backup
withholding is applicable as a result of previous  underreporting of interest or
dividend  income.  Backup  withholding may be inapplicable for any year in which
the Fund  reasonably  estimates  that at least  95% of its  dividends  paid with
respect to such year are exempt-interest dividends.

   
If, as  anticipated,  the Fund  continues  to qualify as a regulated  investment
company under the Code, it will not be required to pay any Massachusetts income,
corporate excise or franchise taxes or any Delaware corporation income tax.
    

The  description of certain  federal tax  provisions  above relates only to U.S.
federal income tax consequences for shareholders who are U.S. persons, i.e. U.S.
citizens or residents or U.S. corporations, partnerships, trusts or estates, and
who are subject to U.S.  federal income tax. This  description  does not address
the special tax rules that may be applicable  to particular  types of investors,
such as financial  institutions,  insurance  companies,  securities  dealers, or
tax-exempt or  tax-deferred  plans,  accounts or entities.  Investors other than
U.S.  persons  may be subject to  different  U.S.  tax  treatment,  including  a
possible 30%  non-resident  alien U.S.  withholding tax (or  non-resident  alien
withholding tax at a lower treaty rate) on amounts treated as ordinary dividends
from the Fund and, unless an effective IRS Form W-8 or authorized substitute for
Form W-8 is on file, to 31% backup  withholding  on certain other  payments from
the Fund.  Shareholders  should  consult their own tax advisers on these matters
and on state, local and other applicable tax laws.


12.      DESCRIPTION OF SHARES

General

         The Fund is an open-end  investment  company  established as a Nebraska
corporation in 1968 and  reorganized as a Delaware  business trust in June 1994.
Prior to December 1, 1993 the Fund was called  Mutual of Omaha  Tax-Free  Income
Fund,  Inc. and prior to June 30, 1994 was called Pioneer  Tax-Free Income Fund,
Inc.  Reference to the Fund  includes both the Delaware  business  trust and the
Nebraska corporation. The Board of Trustees, as of the date of this Statement of
Additional Information,  has authorized the issuance of three classes of shares,
Class A, Class B and Class C.

         Unless otherwise  required by the 1940 Act or the Declaration of Trust,
the  Fund  has  no  intention  of  holding  annual  meetings  of   shareholders.
Shareholders may remove a Trustee by the affirmative vote of at least two-thirds
of the Fund's  outstanding shares and the Trustees shall promptly call a meeting
for such purpose when requested to do so in writing by the record holders of not
less than 10% of the  outstanding  shares of the Fund.  Shareholders  may, under
certain  circumstances  communicate  with other  shareholders in connection with
requesting a special  meeting of  shareholders.  However,  at any time that less
than a majority of the Trustees holding office were elected by the shareholders,
the  Trustees  will call a special  meeting of  shareholders  for the purpose of
electing Trustees.

         The  Declaration  of Trust  permits the issuance of series of shares in
addition to the Fund which would represent  interests in separate  portfolios of
investments.  No series  would be  entitled  to share in the assets of any other
series or be liable for the expenses or liabilities of any other series.

         In addition to the requirements  under Delaware law, the Declaration of
Trust provides that  shareholders  of the Fund may bring a derivative  action on
behalf of the Fund only if the following  conditions  are met: (a)  shareholders
eligible to bring such  derivative  action under  Delaware law who hold at least
10% of the outstanding  shares of the Fund, or 10% of the outstanding  shares of
the series or class to which such action relates,  shall join in the request for
the Trustees to commence  such action;  and (b) the Trustees  must be afforded a
reasonable  amount  of  time  to  consider  such  shareholder   request  and  to
investigate  the basis of such claim.  The Trustees  shall be entitled to retain
counsel or other  advisers  in  considering  the merits of the request and shall
require an undertaking by the shareholders  making such request to reimburse the
Fund for the  expense  of any  such  advisers  in the  event  that the  Trustees
determine not to bring such action.

Shareholder and Trustee Liability

         The Fund is organized as a Delaware business trust, and, under Delaware
law, the shareholders of such a trust are not generally subject to liability for
the debts or obligations of the trust. Similarly, Delaware law provides that the
Fund will not be liable for the debts or  obligations of any other series of the
trust.  However, no similar statutory or other authority limiting business trust
shareholder  liability exists in many other states.  As a result,  to the extent
that a Delaware  business trust or a shareholder is subject to the  jurisdiction
of courts in such other  states,  the courts may not apply  Delaware law and may
thereby subject the Delaware business trust shareholders to liability.  To guard
against this risk, the  Declaration  of Trust contains an express  disclaimer of
shareholder  liability  for acts or  obligations  of the  Fund.  Notice  of such
disclaimer  will normally be given in each  agreement,  obligation or instrument
entered  into or executed  by the Fund or a Trustee.  The  Declaration  of Trust
provides for  indemnification by the Fund for any loss suffered by a shareholder
as a result of an obligation of the Fund. The Declaration of Trust also provides
that the Fund shall, upon request,  assume the defense of any claim made against
any  shareholder  for any act or obligation of the Fund and satisfy any judgment
thereon.  The Trustees  believe that, in view of the above, the risk of personal
liability of shareholders is remote.

         The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment  or  mistakes  of fact or law,  but nothing in the
Declaration of Trust protects a Trustee against any liability to which he or she
would otherwise be subject by reason of willful  misfeasance,  bad faith,  gross
negligence,  or reckless  disregard of the duties involved in the conduct of his
or her office.


13.      DETERMINATION OF NET ASSET VALUE

   
         The net asset  value per share of each class of the Fund is  determined
as of the close of regular trading on the Exchange  (normally 4:00 p.m., Eastern
time) on each day the  Exchange  is open  for  business.  As of the date of this
Statement of  Additional  Information,  the Exchange is open for business  every
weekday except for the following  holidays:  New Year's Day,  Martin Luther King
Jr. Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence  Day, Labor
Day,  Thanksgiving  Day and Christmas Day. The net asset value per share of each
class of the Fund is also  determined  on any  other  day in which  the level of
trading in its portfolio  securities is  sufficiently  high that the current net
asset  value per share might be  materially  affected by changes in the value of
its portfolio securities.  On any day in which no purchase orders for the shares
of the Fund become  effective  and no shares are  tendered for  redemption,  the
Fund's net asset value per share may not be determined.

         The net asset  value per share of each class of the Fund is computed by
taking the value of all of the Fund's assets  attributable to a class,  less its
liabilities attributable to that class, and dividing the result by the number of
outstanding  shares of the class.  For purposes of determining  net asset value,
expenses of the classes of the Fund are accrued daily and taken into account.
    

         In  determining  the value of the assets of the Fund for the purpose of
obtaining the net asset value,  securities  for which  reliable  quotations  are
readily  available  shall be  valued  on the basis of  valuations  furnished  by
pricing  services  which  utilize  electronic  data  processing   techniques  to
determine the  valuations  for normal  institutional-size  trading units of such
securities.  Securities  not valued by the pricing  service  for which  reliable
quotations are readily available,  shall be valued at market values furnished by
recognized  dealers in such  securities.  Short-term  obligations with remaining
maturities of 60 days or less shall be valued at amortized cost.  Securities and
other assets for which reliable  quotations are not readily available,  shall be
valued at their  fair  value as  determined  in good  faith  under  consistently
applied guidelines established by and under the general supervision of the Board
of Trustees of the Fund, although the actual calculations may be made by persons
acting pursuant to the direction of the Board.

14.      SYSTEMATIC WITHDRAWAL PLAN

   
         The  Systematic  Withdrawal  Plan  ("SWP")  is  designed  to  provide a
convenient  method of receiving fixed payments at regular  intervals from shares
of the Fund  deposited  by the  applicant  under this SWP.  The  applicant  must
deposit or purchase for deposit with PSC shares of the Fund having a total value
of not less than  $10,000.  Periodic  checks  of $50 or more  will be  deposited
monthly or quarterly  directly into a bank account  designated by the applicant,
or will be sent by check to the  applicant,  or to any person  designated by the
applicant.  A  designation  of a third  party to receive  payments  requires  an
acceptable  signature  guarantee.  SWPs for Class B and C share accounts will be
limited to 10% of the value of the account at the time the SWP is implemented as
described in the  Prospectus.  See "Waiver or Reduction of  Contingent  Deferred
Sales Charge" in the Prospectus.
    


         Any income dividends or capital gains distributions on shares under the
SWP  will be  credited  to the  SWP  account  on the  payment  date in full  and
fractional shares at the net asset value per share in effect on the record date.

         SWP  payments are made from the  proceeds of the  redemption  of shares
deposited under the SWP in a SWP account.  Redemptions are taxable  transactions
to shareholders.  To the extent that such  redemptions for periodic  withdrawals
exceed  dividend income  reinvested in the SWP account,  such  redemptions  will
reduce and may  ultimately  exhaust  the number of shares  deposited  in the SWP
account. In addition, the amounts received by a shareholder cannot be considered
as an  actual  yield or  income on his or her  investment  because  part of such
payments may be a return of his or her investment.

         The SWP may be terminated  at any time (1) by written  notice to PSC or
from PSC to the shareholder;  (2) upon receipt by PSC of appropriate evidence of
the  shareholder's  death;  or (3)  when all  shares  under  the SWP  have  been
redeemed.

15.      LETTER OF INTENT (Class A only)

A Letter of Intent  ("LOI") may be  established by completing the LOI section of
the Account  Application.  When you sign the Account  Application,  you agree to
irrevocably appoint PSC your attorney-in-fact to surrender for redemption any or
all  shares  held in escrow  with full  power of  substitution.  An LOI is not a
binding obligation upon the investor to purchase,  or the Fund to sell, the full
amount indicated.

If the total purchases, less redemptions,  exceed the amount specified under the
LOI and are in an amount which would  qualify for a further  quantity  discount,
all transactions  will be recomputed on the expiration date of the LOI to effect
the lower sales charge.  Any difference in the sales charge  resulting from such
recomputation  will be either delivered to you in cash or invested in additional
shares  at  the  lower  sales  charge.   The  dealer,  by  signing  the  Account
Application,  agrees to return to PFD, as part of such  retroactive  adjustment,
the excess of the  commission  previously  reallowed  or paid to the dealer over
that which is applicable to the actual amount of the total  purchases  under the
LOI.

If the total  purchases,  less  redemptions,  are less than the amount specified
under the LOI, you must remit to PFD any difference  between the sales charge on
the amount  actually  purchased and the amount  originally  specified in the LOI
section of the Account Application. When the difference is paid, the shares held
in escrow will be deposited to your account. If you do not pay the difference in
sales charge within 20 days after written request from PFD or your dealer,  PSC,
after receiving  instructions  from PFD, will redeem the  appropriate  number of
shares held in escrow to realize the difference and release any excess. See "How
to  Purchase  Fund  Shares  -  Letter  of  Intent"  in the  Prospectus  for more
information.


16.  INVESTMENT RESULTS

         Other Quotations, Comparisons, and General Information

         From  time to  time,  in  advertisements,  in sales  literature,  or in
reports to  shareholders,  the past  performance  of the Fund may be illustrated
and/or  compared  with  that of  other  mutual  funds  with  similar  investment
objectives, and to other relevant indices. For example, the Fund may compare its
yield and total return to the Shearson  Lehman Hutton  Municipal Bond Index,  or
other comparable indices or investment vehicles. In addition, the performance of
the Fund may be compared to alternative  investment or savings vehicles (such as
individual securities, bank deposits, or certificates of deposit) and/or indices
or indicators of economic  activity,  e.g.,  inflation,  interest  rates, or the
Consumer Price Index,  performance  rankings and listings reported in newspapers
or national  business and  financial  publications,  such as Barron's,  Business
Week,  Consumers Digest,  Consumer Reports,  Financial World,  Forbes,  Fortune,
Investors Business Daily, Kiplinger's Personal Finance Magazine, Money Magazine,
New York Times,  Personal Investor,  Smart Money, USA Today, U.S. News and World
Report,  the Wall  Street  Journal,  and Worth may also be cited (if the Fund is
listed in any such  publication) or used for comparison,  as well as performance
listings and rankings  from various other  sources  including CDA  Weisenberger,
Donoghue's  Mutual  Fund  Almanac,   Investment  Company  Data,  Inc.,  Ibbotson
Associates,  Johnson's Charts, Kanon Bloch Carre and Company,  Lipper Analytical
Services,  Inc.,  Micropal,  Inc.,  Morningstar,   Inc.,  Schabacker  Investment
Management and Towers Data Systems, Inc.

         In addition,  from time to time quotations from articles from financial
publications  such as those listed above may be used in  advertisements in sales
literature,  or in  reports  to  shareholders  of the  Fund.  The  Fund may also
present,  from time to time,  historical  information  depicting  the value of a
hypothetical  account  in one or more  classes  of the  Fund  since  the  Fund's
inception.

         In presenting  investment results, the Fund may also include references
to certain  financial  planning  concepts,  including (a) an investor's  need to
evaluate his financial  assets and  obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest;  and (c) his need to analyze his time frame for future  capital needs
to determine how long to invest. The investor controls these three factors,  all
of which affect the use of investments in building assets.

         One of the  methods  used to measure the Fund's  performance  is "total
return." "Total return" will normally  represent the percentage  change in value
of an account,  or of a hypothetical  investment in the Fund, over any period up
to the lifetime of the Fund. Total return  calculations  will usually assume the
reinvestment  of all  dividends  and  capital  gains  distributions  and will be
expressed as a percentage  increase or decrease from an initial  value,  for the
entire period or for one or more  specified  periods  within the entire  period.
Total  return  percentages  for  periods  of less than one year will  usually be
annualized;  total  return  percentages  for  periods  longer than one year will
usually be  accompanied  by total  return  percentages  for each year within the
period and/or by the average annual compounded total return for the period.  The
income and capital  components  of a given return may be separated and portrayed
in a  variety  of ways in  order  to  illustrate  their  relative  significance.
Performance may also be portrayed in terms of cash or investment values, without
percentages.
Past performance cannot guarantee any particular future result.

         Other data that may be advertised  or published  about the Fund include
the average portfolio quality,  the average portfolio maturity,  and the average
portfolio duration.

         In determining the average annual total return  (calculated as provided
above), recurring fees, if any, that are charged to all shareholder accounts are
taken into  consideration.  For any account  fees that vary with the size of the
account,  the account fee used for purposes of the above  computation is assumed
to be the fee that would be charged to the Fund's mean account size.

         The Fund's yield quotations and average annual total return  quotations
as they may appear in the Prospectus,  this Statement of Additional  Information
or in advertising are calculated by standard methods prescribed by the SEC.

         Standardized Yield Quotations

         Yield  quotations  for Class A, Class B and Class C shares are computed
by dividing the net investment income per share attributable to a class during a
base period of 30 days, or one month, by the maximum offering price per share of
that class of the Fund on the last day of such base  period in  accordance  with
the following formula:

                                          a-b
                  YIELD =  2[( ----- +1)6-1]
                                           cd

Where:            a        =        interest earned during the period

                  b        =        net expenses accrued for the period

                  c                 =  the  average   daily   number  of  shares
                                    outstanding  during  the  period  that  were
                                    entitled to receive dividends

                  d        =        the maximum offering price per share on the
                                    last day of the period

For purposes of calculating  interest earned on debt  obligations as provided in
item "a" above:

         (i) The  yield  to  maturity  of each  obligation  held by the  Fund is
computed based on the market value of the obligation  (including  actual accrued
interest,  if any) at the close of  business  each day during  the  30-day  base
period, or, with respect to obligations purchased during the month, the purchase
price (plus  actual  accrued  interest,  if any) on  settlement  date,  and with
respect to obligations sold during the month the sale price (plus actual accrued
interest, if any) between the trade and settlement dates;

         (ii) The yield to maturity of each  obligation  is then  divided by 360
and the resulting  quotient is multiplied by the market value of the  obligation
(including actual accrued interest,  if any) to determine the interest income on
the obligation for each day. The yield to maturity  calculation has been made on
each obligation during the 30 day base period;

         (iii) Interest earned on all debt obligations  during the 30-day or one
month period is then totaled;

         (iv) The maturity of an obligation with a call provision(s) is the next
call date on which the obligation reasonably may be expected to be called or, if
none, the maturity date;

         (v)  Obligations  with sinking fund call  provisions may be regarded as
maturing  as to that  portion to be retired  on each  sinking  fund call date or
during a twelve-month period; and

         (vi) In the case of a tax exempt  obligation  issued  without  original
issue discount and having a current market discount, the coupon rate of interest
of the  obligation  is used in lieu of yield to maturity to  determine  interest
income earned on the  obligation.  In the case of a tax exempt  obligation  with
original  issue discount where the discount based on the current market value of
the  obligation  exceeds the then  remaining  portion of original issue discount
(i.e. market discount),  the yield to maturity used to determine interest income
earned  on the  obligation  is the  imputed  rate  based on the  original  issue
discount calculation. In the case of a tax exempt obligation with original issue
discount  where the discount based on the current market value of the obligation
is less than the then remaining  portion of the original issue discount  (market
premium),  the yield to maturity used to determine interest income earned on the
obligation is based on the market value of the obligation.

   
         The  Fund's  30-day  SEC yield for Class A shares,  Class B shares  and
Class C shares on December 31, 1997,  determined in accordance  with the formula
above, was 3.94%, 3.32% and 3.17%, respectively.
    

         Taxable Equivalent Yield

   
         The Fund may also from time to time  advertise  its taxable  equivalent
yield  which  is  determined  by  dividing  that  portion  of the  Fund's  yield
(calculated  as  described  above)  that is tax  exempt by one minus the  stated
federal  income tax rate and adding the product to that portion,  if any, of the
Fund's yield that is not tax exempt. The Fund's  tax-equivalent yield assuming a
39.6% tax rate for the period ended December 31, 1997 was 6.52%,  5.50%and 5.25%
for Class A  shares,  Class B shares,  and Class C shares,  respectively.  For a
description of how to compare yields on municipal bonds and taxable  securities,
see the Taxable Equivalent Formula set forth in Appendix A to the Prospectus.
    

Standardized Average Annual Total Return Quotations

         Average  annual  total  return  quotations  are computed by finding the
average  annual  compounded  rates of return  that  would  cause a  hypothetical
investment  made on the first  day of a  designated  period to equal the  ending
redeemable  value  of  such  hypothetical  investment  on  the  last  day of the
designated period in accordance with the following formula:

                            P(1+T)n  =  ERV

Where:  P         =        a hypothetical initial payment of $1000, less the 
                           maximum sales load for Class A shares or the
                           deduction of the CDSC on Class B or Class C shares 
                           at the end of the period.

         T        =        average annual total return

         n        =        number of years

         ERV      =        ending redeemable value of the hypothetical $1000 
                           initial payment made at the beginning of the
                           designated period (or fractional portion thereof)

         For purposes of the above computation, it is assumed that all dividends
and distributions  made by the Fund are reinvested at net asset value during the
designated  period.  The average annual total return  quotation is determined to
the nearest 1/100 of 1%.

         In determining the average annual total return  (calculated as provided
above),  recurring fees, if any, that are charged to all shareholder accounts of
a particular Class are taken into consideration.  For any account fees that vary
with the size of the  account,  the account  fee used for  purposes of the above
computation  is assumed  to be the fee that would be charged to the Class'  mean
account size.

   
         The average  annual total returns for period  ending  December 31, 1997
were:
    
<TABLE>
<CAPTION>
<S>                                <C>          <C>                   <C>            <C>    

                              1 Year          5 Years           10 Years         Life-of-Fund
                              ------          -------           --------         ------------

   
Class A Shares*               4.07%           5.89              8.02             6.64%
Class B Shares**              4.16)%          N/A               N/A              5.98%
Class C Shares***             8.32            N/A               N/A              5.44%
    

*        Commencement of operations, January 18, 1977.
**       Class B shares were first offered on April 28, 1995.
***      Class C shares were first offered on January 31, 1996
</TABLE>

         Class A share results reflect the maximum sales charge of 4.50%.  Class
B share results reflect the deduction of the maximum  applicable CDSC at the end
of the period;  the maximum  CDSC of 4% declines  over six years.  Class C share
results reflect a deduction of the 1% CDSC at the end of the period.


Automated Information Line

         FactFoneSM,   Pioneer's  24-hour  automated  information  line,  allows
shareholders   to  dial   toll-free   1-800-225-4321   and  hear  recorded  fund
information, including:

         o                 net asset value prices for all Pioneer mutual funds;

         o                 annualized 30-day yields on Pioneer's bond funds;

   
         o                 annualized 7-day yields and 7-day effective 
                           (compound) yields for Pioneer Cash
                           Reserves Fund; and
    

         o                 dividends and capital gains distributions on all 
                           Pioneer mutual funds.

         Yields  are  calculated  in  accordance  with  SEC  mandated   standard
formulas.

         In  addition,  by  using  a  personal  identification  number  ("PIN"),
shareholders  may access their account balance and last three  transactions  and
may order a duplicate  statement.  See  "FactFoneSM"  in the Prospectus for more
information.

   
All  performance  numbers   communicated   through  FactFoneSM   represent  past
performance  and include the maximum  applicable  sales charge.  A shareholder's
actual yield and total return will vary with  changing  market  conditions.  The
value of Class A, Class B and Class C shares  (except for Pioneer Cash  Reserves
Fund,  which seeks to maintain a stable $1.00 share  price) will also vary,  and
such shares may be worth more or less at redemption than their original cost.
    

17.  GENERAL INFORMATION

         The  Fund  is  registered  with  the  SEC  as  a  diversified  open-end
management investment company. Such registration does not involve supervision by
the SEC of the management or policies of the Fund. For further  information with
respect to the Fund and the securities offered hereby,  reference is made to the
registration  statement  filed with the SEC,  including  all  exhibits  thereto.
Annual and semiannual reports of the Fund are mailed to each shareholder.

18.  FINANCIAL STATEMENTS

   
         The Fund's  Annual  Report,  filed with the SEC on  February  23,  1998
(Accession  No.  0000202679-98-000004)  is  incorporated  by reference into this
Statement of  Additional  Information.  The  financial  statements in the Fund's
Annual Report, including the financial highlights, for the period ended December
31, 1997,  included or  incorporated  by reference  into the Prospectus and this
Statement of Additional  Information,  have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect to the
financial statements,  and are included in reliance upon the authority of Arthur
Andersen LLP as experts in accounting and auditing in giving their report.
    



<PAGE>


                                   APPENDIX A

         The three highest  ratings of Moody's for Tax-Exempt  Bonds are Aaa, Aa
and A.  Tax-Exempt  Bonds rated Aaa are judged to be of the "best  quality." The
rating of Aa is assigned to  Tax-Exempt  Bonds which are of "high quality by all
standards,"  but as to  which  margins  of  protection  or other  elements  make
long-term risks appear somewhat larger than Aaa rated Tax-Exempt  Bonds. The Aaa
and Aa rated  Tax-Exempt  Bonds comprise what are generally known as "high grade
bonds."  Tax-Exempt  Bonds which are rated A by Moody's  possess many  favorable
investment  attributes  and are  considered  "upper  medium grade  obligations."
Factors giving  security to principal and interest of A rated  Tax-Exempt  bonds
are  considered   adequate,   but  elements  may  be  present  which  suggest  a
susceptibility to impairment sometime in the future.  Bonds in the A group which
offer the maximum security are rated A-1.

         The three highest ratings of S&P for Tax-Exempt  Bonds are AAA (Prime),
AA (High Grade) and A (Good Grade).  Tax-Exempt Bonds rated AAA are "obligations
of the highest  quality."  The rating of AA is accorded  issues with  investment
characteristics  "only  slightly  less  marked  than those of the prime  quality
issues." The category of A describes the "third  strongest  capacity for payment
of debt service."  Principal and interest payments on bonds in this category are
regarded as safe. It differs from the two higher ratings  because:  with respect
to general obligation bonds, there is some weakness either in the local economic
base, in debt burden,  in the balance between revenues and  expenditures,  or in
quality  of  management.  Under  certain  adverse  circumstances,  any one  such
weakness might impair the ability of the issuer to meet debt obligations at some
future date. With respect to revenue bonds,  debt service  coverage is good, but
not  exceptional.  Stability of the pledged  revenues could show some variations
because of increased  competition  or economic  influences  on  revenues.  Basic
security  provisions,  while  satisfactory,   are  less  stringent.   Management
performance appears adequate. AA and A rated bonds may be modified with a (+) or
(-) when appropriate to provide more detailed indications on credit quality.

         The "other debt  securities"  included in the  definition  of temporary
investments are corporate (as opposed to municipal)  debt obligation  rated AAA,
AA or A by S&P or Aaa, Aa or A by Moody's.  Corporate debt obligations rated AAA
by S&P are "highest  grade  obligations."  Obligations  bearing the rating of AA
also  qualify as "high grade  obligations"  and "in the  majority  of  instances
differ from AAA issues only in small degree." Corporate debt obligations rates A
by S&P are regarded as "upper  medium grade" and have  "considerable  investment
strength,  but are not entirely free from adverse effects of changes in economic
and trade  conditions."  The Moody's  corporate debt ratings of Aaa, Aa and A do
not differ materially from those set forth above for Tax-Exempt Bonds.

         The  commercial  paper ratings of A-1 by S&P and P-1 by Moody's are the
highest  commercial  paper  ratings of the  respective  agencies.  The  issuer's
earnings,  quality of long-term debt, management and industry position are among
the factors considered in assigning such ratings.

         Subsequent to its purchase by the Fund, an issue of Tax-Exempt Bonds or
a temporary  investment may cease to be rated or its rating may be reduced below
the minimum  required  for  purchase by the Fund.  Neither  event  requires  the
elimination of such obligation from the Fund's portfolio,  but PMC will consider
such an event in its  determination  of whether the Fund should continue to hold
such obligation in its portfolio. To the extent that the ratings accorded by S&P
and Moody's for Tax-Exempt Bonds or temporary investments may change as a result
of changes in such organizations,  or changes in their ratings systems, the Fund
will attempt to use  comparable  ratings as  standards  for its  investments  in
Tax-Exempt  Bonds or temporary  investments  in accordance  with the  investment
policies contained herein.


<PAGE>


   
                                                    APPENDIX B

                                              PERFORMANCE STATISTICS

                                           Pioneer Tax-Free Income Fund
                                                  Class A Shares
    
<TABLE>
<CAPTION>
<S>                 <C>                 <C>                 <C>            <C>                 <C>            <C>


                                                                                     Net Asset Value
                  Initial       Offering Price     Sales Charge    Shares Purchased     Per Share        Initial Net
    Date         Investment                          Included                                            Asset Value

   1/18/77        $10,000          $15.7900           4.50%             633.312           $15.08            $9550


                                      Dividends and Capital Gains Reinvested

                                                  Value of Shares



      Date        From Investment             From Cap. Gains           From Dividends              Total Value
                                                Reinvested                Reinvested
   
    12/31/86              $7,403                   $887                     $8,951                    $17,241
    12/31/87              $6,776                   $812                     $9,384                    $16,972
    12/31/88              $7,074                   $848                    $11,129                    $19,051
    12/31/89              $7,263                   $871                    $12,845                    $20,979
    12/31/90              $7,296                   $884                    $14,352                    $22,532
    12/31/91              $7,593                  $1,302                   $16,451                    $25,346
    12/31/92              $7,650                  $1,800                   $18,108                    $27,558
    12/31/93              $8,031                  $2,534                   $20,571                    $31,136
    12/31/94              $7,119                  $2,254                   $19,778                    $29,151
    12/31/95              $7,828                  $2,719                   $23,511                    $34,058
    12/31/96              $7,574                  $3,188                   $24,512                    $35,274
    12/31/97              $7,707                  $3,987                   $26,733                    $38,427
    



<PAGE>




   
                                           Pioneer Tax-Free Income Fund
                                                  Class B Shares
    



                                                                                     Net Asset Value
                  Initial       Offering Price     Sales Charge    Shares Purchased     Per Share        Initial Net
    Date         Investment                          Included                                            Asset Value
   4/28/95        $10,000          $11.8100           4.00%            846.740           $11.8100          $10,000


                                      Dividends and Capital Gains Reinvested

                                                  Value of Shares


      Date        From Investment   From Cap. Gains   From Dividends        Contingent Deferred Sales   Total Value  CDSC Percentage
                                                                               Charge if Redeemed
                                       Reinvested       Reinvested
    12/31/95             $10,423          $77              $294                       $400              $10,394          4.00%
    12/31/96             $10,059          $250             $771                       $400              $10,680          4.00%
   
    12/31/97             $10,237          $488            $1,260                      $300              $11,685          3.00%
    



<PAGE>



   
                                           Pioneer Tax-Free Income Fund
                                                  Class C Shares
    



                                                                                     Net Asset Value
                  Initial       Offering Price     Sales Charge    Shares Purchased     Per Share        Initial Net
    Date         Investment                          Included                                            Asset Value
   1/31/96        $10,000          $12.320            1.00%           $ 811.688           $12.32           $10,000


                                      Dividends and Capital Gains Reinvested

                                                  Value of Shares


      Date        From Investment   From Cap. Gains   From Dividends        Contingent Deferred Sales  Total Value   CDSC Percentage
                                                                             Charge if Redeemed
                                   Reinvested         Reinvested
   
    12/31/96    $9,642          $163                 $414                        $96                     $10,123      1.00%
    12/31/97    $9,830          $381                 $859                        $0                      $11,070      0.00%
    

</TABLE>



<PAGE>


                             COMPARATIVE PERFORMANCE
                               INDEX DESCRIPTIONS

The following  securities  indices are well known,  unmanaged measures of market
performance. Advertisements and sales literature for the Fund may refer to these
indices or may present  comparisons  between the performance of the Fund and one
or more of the indices.  Other  indices may also be used,  if  appropriate.  The
indices are not  available  for direct  investment.  The data  presented are not
meant to be  indicative  of the  performance  of the Fund,  do not reflect  past
performance and do not guarantee future results.

S&P 500
This index is a readily available, carefully constructed,  market value weighted
benchmark of common stock  performance.  Currently,  the S&P 500 includes 500 of
the largest stocks (in terms of stock market value) in the U.S.

DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the  performance of stocks of 30 blue chip
companies widely held by individuals and institutional  investors. The 30 stocks
represent about a fifth of the $8 trillion-plus  market value of all U.S. stocks
and about a fourth of the value of stocks listed on the New York Stock  Exchange
(NYSE).

U.S. SMALL STOCK INDEX
This index is a market value  weighted  index of the ninth and tenth  deciles of
the NYSE, plus stocks listed on the American Stock Exchange and over the counter
with the  same or less  capitalization  as the  upper  bound  of the NYSE  ninth
decile.

U.S. INFLATION
The  Consumer  Price  Index  for All Urban  Consumers  (CPI-U),  not  seasonally
adjusted, is used to measure inflation,  which is the rate of change of consumer
goods prices.  Unfortunately,  the  inflation  rate as derived by the CPI is not
measured  over the same period as the other asset  returns.  All of the security
returns are measured  from one  month-end to the next  month-end.  CPI commodity
prices are collected during the month.  Thus,  measured  inflation rates lag the
other  series  by about  one-half  month.  Prior to  January  1978,  the CPI (as
compared with CPI-U) was used.  Both inflation  measures are  constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.

S&P/BARRA INDEXES
The S&P/BARRA Growth and Value Indexes are constructed by dividing the stocks in
the S&P 500 according to price-to-book  ratios. The Growth Index contains stocks
with higher price-to-book ratios, and the Value Index contains stocks with lower
price-to-book ratios. Both indexes are market capitalization weighted.

MERRILL LYNCH MICRO-CAP INDEX
The Merrill Lynch  Micro-Cap  Index  represents the  performance of 2,036 stocks
ranging in market capitalization from $50 million to $220 million. Index returns
are calculated monthly.

LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term  government bonds after 1977 are constructed with
data from The Wall Street  Journal and are  calculated as the change in the flat
price or  and-interest  price.  From 1926 to 1976,  data are  obtained  from the
government  bond file at the Center for  Research  in  Security  Prices  (CRSP),
Graduate  School of  Business,  University  of  Chicago.  Each year,  a one-bond
portfolio with a term of approximately 20 years and a reasonably  current coupon
was used and whose  returns did not reflect  potential  tax  benefits,  impaired
negotiability or special redemption or call privileges. Where callable bonds had
to be  used,  the term of the bond was  assumed  to be a simple  average  of the
maturity  and first call dates minus the current  date.  The bond was "held" for
the calendar year and returns were computed.

INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of  intermediate-term  government  bonds after 1987 are calculated
from The Wall Street  Journal  prices,  using the change in flat price.  Returns
from 1934 to 1986 are obtained from the CRSP government bond file.

Each year,  one-bond  portfolios  are formed,  the bond  chosen is the  shortest
noncallable  bond with a  maturity  not less than five  years,  and this bond is
"held" for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption  privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934 to 1942,  almost all bonds
with  maturities  near five years were  partially or fully  tax-exempt  and were
selected using the rules described above.  Personal tax rates were generally low
in that  period,  so that yields on  tax-exempt  bonds were similar to yields on
taxable bonds.  From 1926 to 1933, there are few bonds suitable for construction
of a series with a five-year  maturity.  For this period,  five-year  bond yield
estimates are used.

MORGAN STANLEY CAPITAL INTERNATIONAL ("MSCI")
MSCI's  international  indices  are based on the share  prices of  approximately
1,700  companies  listed on stock exchanges in the 22 countries that make up the
MSCI World Index.  MSCI's emerging market indices are comprised of approximately
1000 stocks from 26 countries.

Countries  in the MSCI EAFE Index are:  Australia,  Austria,  Belgium,  Denmark,
Finland,   France,   Germany,  Hong  Kong,  Ireland,   Italy,  Japan,  Malaysia,
Netherlands,  New Zealand,  Norway,  Singapore,  Spain, Sweden,  Switzerland and
United Kingdom.

Countries in the MSCI Emerging Markets Free Index are: Argentina, Brazil, Chile,
China Free, Czech Republic,  Colombia,  Greece,  Hungary, India, Indonesia Free,
Israel,  Jordan,  Korea (at 50%),  Malaysia Free, Mexico Free,  Pakistan,  Peru,
Philippines Free, Poland,  Portugal,  South Africa, Sri Lanka,  Taiwan (at 50%),
Thailand Free, Turkey and Venezuela.

6-MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.

LONG-TERM U.S. CORPORATE BONDS
Since 1969, corporate bond total returns are represented by the Salomon Brothers
Long-Term  High-Grade  Corporate  Bond  Index.  As  most  large  corporate  bond
transactions  take place over the counter,  a major dealer is the natural source
of these data.  The index  includes  nearly all Aaa- and Aa-rated  bonds with at
least 10 years to maturity.  If a bond is downgraded  during a particular month,
its return for the month is included in the index before  removing the bond from
future portfolios.

From 1926 to 1968 the total  returns  were  calculated  by summing  the  capital
appreciation  returns  and the  income  returns.  For the  period  1946 to 1968,
Ibbotson and Sinquefield  backdated the Salomon  Brothers' index,  using Salomon
Brothers' monthly yield data with a methodology  similar to that used by Salomon
Brothers for 1969 to 1995.  Capital  appreciation  returns were  calculated from
yields  assuming (at the  beginning of each  monthly  holding  period) a 20-year
maturity,   a  bond   price   equal  to  par,   and  a   coupon   equal  to  the
beginning-of-period  yield.  For the  period  1926 to  1945,  Standard  & Poor's
monthly  high-grade  corporate  composite  yield data were  used,  assuming a 4%
coupon and a 20-year maturity.  The conventional  present-value formula for bond
price for the  beginning  and  end-of-month  prices was used.  (This  formula is
presented in Ross,  Stephen A., and Westerfield,  Randolph W. Corporate Finance,
Times Mirror/Mosby,  St. Louis, 1990, p. 97 ["Level-Coupon Bonds"].) The monthly
income return was assumed to be one-twelfth the coupon.

U.S. (30-DAY) TREASURY BILLS
For the U.S.  Treasury  Bill Index,  data from The Wall Street  Journal are used
after 1977; the CRSP government bond file is the source until 1976. Each month a
one-bill  portfolio  containing the shortest-term  bill having not less than one
month to maturity is  constructed.  (The bill's original term to maturity is not
relevant.) To measure  holding  period returns for the one-bill  portfolio,  the
bill is priced as of the last  trading day of the previous  month-end  and as of
the last trading day of the current month.

NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS
("NAREIT")EQUITY REIT INDEX
All of the data are  based  upon the last  closing  price of the  month  for all
tax-qualified  REITs  listed  on  the  NYSE,  AMEX  and  NASDAQ.  The  data  are
market-value-weighted.  Prior to 1987 REITs were added to the index the  January
following  their  listing.  Since 1987 newly formed or listed REITs are added to
the total  shares  outstanding  figure in the month that the shares are  issued.
Only  common  shares  issued by the REIT are  included  in the index.  The total
return  calculation  is based upon the weighting at the beginning of the period.
Only  those  REITs  listed for the  entire  period are used in the total  return
calculation.  Dividends are included in the month based upon their payment date.
There is no smoothing of income. Liquidating dividends, whether full or partial,
are treated as income.

RUSSELL U.S. EQUITY INDEXES
The Russell 3000(R) Index (the "Russell 3000") is comprised of the 3,000 largest
U.S. companies as determined by market capitalization representing approximately
98%  of  the  U.S.  equity  market.   The  average  market   capitalization   is
approximately $2.8 billion. The Russell 2500TM Index measures performance of the
2,500 smallest companies in the Russell 3000. The average market  capitalization
is  approximately  $733.4  million,  and the largest company in the index has an
approximate  market  capitalization  of $2.9 billion.  The Russell 2000(R) Index
measures  performance  of the 2,000  smallest  stocks in the Russell  3000;  the
largest company in the index has a market  capitalization of approximately  $1.1
billion. The Russell 1000(R) Index (the "Russell 1000") measures the performance
of the  1,000  largest  companies  in  the  Russell  3000.  The  average  market
capitalization is approximately $7.6 billion.  The smallest company in the index
has an approximate market  capitalization of $1.1 billion.  The Russell MidcapTM
Index measures  performance  of the 800 smallest  companies in the Russell 1000.
The largest  company in the index has an approximate  market  capitalization  of
$8.0 billion.

The  Russell  indexes are  reconstituted  annually as of July 1, based on May 31
market capitalization rankings.

WILSHIRE REAL ESTATE SECURITIES INDEX
The Wilshire Real Estate  Securities Index is a market  capitalization  weighted
index of 120 publicly traded real estate securities,  such as REITs, real estate
operating companies ("REOCs") and partnerships.

The index  contains  performance  data on five  major  categories  of  property:
office, retail,  industrial,  apartment and miscellaneous.  The companies in the
index are 91.66% equity and hybrid REITs and 8.33% REOCs.

STANDARD & POOR'S MIDCAP 400 INDEX
The S&P 400 is a market-capitalization-weighted  index. The performance data for
the index  were  calculated  by taking  the  stocks  presently  in the index and
tracking  them  backwards  in time as long as there  were  prices  reported.  No
attempt was made to determine  what stocks "might have been" in the S&P 400 five
or ten years ago had it existed.  Dividends  are  reinvested  on a monthly basis
prior to June 30, 1991, and are reinvested daily thereafter.

LIPPER BALANCED FUNDS INDEX
This index represents equally weighted  performance,  adjusted for capital gains
distributions  and income  dividends,  of  approximately 30 of the largest funds
with a primary  objective of conserving  principal by maintaining at all times a
balanced portfolio of stocks and bonds.  Typically,  the stock/bond ratio ranges
around 60%/40%.

BANK SAVINGS ACCOUNT
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings  deposits in FSLIC [FDIC] insured  savings  institutions
for the years 1963 to 1987; and The Wall Street Journal thereafter.

Sources:  Ibbotson Associates, Towers Data Systems,
Lipper Analytical Services, Inc.,  Merrill Lynch and PGI



<PAGE>



   
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

<TABLE>
<S>            <C>         <C>             <C>            <C>          <C>             <C>          <C>                  
                               Dow                                       S&P/           S&P/
                 S&P          Jones        U.S. Small                    BARRA         BARRA         Merrill Lynch
                 500       Industrial        Stock          U.S.          500           500            Micro-Cap
                             Average         Index       Inflation      Growth         Value             Index
    
----------------------------------------------------------------------------------------------------------------------
   
Dec 1925         N/A           N/A            N/A           N/A           N/A           N/A               N/A
Dec 1926        11.62          N/A            0.28         -1.49          N/A           N/A               N/A
Dec 1927        37.49          N/A           22.10         -2.08          N/A           N/A               N/A
Dec 1928        43.61         55.38          39.69         -0.97          N/A           N/A               N/A
Dec 1929        -8.42        -13.64          -51.36         0.20          N/A           N/A               N/A
Dec 1930       -24.90        -30.22          -38.15        -6.03          N/A           N/A               N/A
Dec 1931       -43.34        -49.02          -49.75        -9.52          N/A           N/A               N/A
Dec 1932        -8.19        -16.88          -5.39         -10.30         N/A           N/A               N/A
Dec 1933        53.99         73.72          142.87         0.51          N/A           N/A               N/A
Dec 1934        -1.44         8.08           24.22          2.03          N/A           N/A               N/A
Dec 1935        47.67         43.77          40.19          2.99          N/A           N/A               N/A
Dec 1936        33.92         30.23          64.80          1.21          N/A           N/A               N/A
Dec 1937       -35.03        -28.88          -58.01         3.10          N/A           N/A               N/A
Dec 1938        31.12         33.16          32.80         -2.78          N/A           N/A               N/A
Dec 1939        -0.41         1.31            0.35         -0.48          N/A           N/A               N/A
Dec 1940        -9.78         -7.96          -5.16          0.96          N/A           N/A               N/A
Dec 1941       -11.59         -9.88          -9.00          9.72          N/A           N/A               N/A
Dec 1942        20.34         14.12          44.51          9.29          N/A           N/A               N/A
Dec 1943        25.90         19.06          88.37          3.16          N/A           N/A               N/A
Dec 1944        19.75         17.19          53.72          2.11          N/A           N/A               N/A
Dec 1945        36.44         31.60          73.61          2.25          N/A           N/A               N/A
Dec 1946        -8.07         -4.40          -11.63        18.16          N/A           N/A               N/A
Dec 1947        5.71          7.61            0.92          9.01          N/A           N/A               N/A
Dec 1948        5.50          4.27           -2.11          2.71          N/A           N/A               N/A
Dec 1949        18.79         20.92          19.75         -1.80          N/A           N/A               N/A
Dec 1950        31.71         26.40          38.75          5.79          N/A           N/A               N/A
Dec 1951        24.02         21.77           7.80          5.87          N/A           N/A               N/A
Dec 1952        18.37         14.58           3.03          0.88          N/A           N/A               N/A
Dec 1953        -0.99         2.02           -6.49          0.62          N/A           N/A               N/A
Dec 1954        52.62         51.25          60.58         -0.50          N/A           N/A               N/A
Dec 1955        31.56         26.58          20.44          0.37          N/A           N/A               N/A
Dec 1956        6.56          7.10            4.28          2.86          N/A           N/A               N/A
Dec 1957       -10.78         -8.63          -14.57         3.02          N/A           N/A               N/A
Dec 1958        43.36         39.31          64.89          1.76          N/A           N/A               N/A
Dec 1959        11.96         20.21          16.40          1.50          N/A           N/A               N/A
Dec 1960        0.47          -6.14          -3.29          1.48          N/A           N/A               N/A
Dec 1961        26.89         22.60          32.09          0.67          N/A           N/A               N/A
Dec 1962        -8.73         -7.43          -11.90         1.22          N/A           N/A               N/A
Dec 1963        22.80         20.83          23.57          1.65          N/A           N/A               N/A
    
</TABLE>

<PAGE>


   
<TABLE>
<CAPTION>
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT


<S>              <C>       <C>             <C>           <C>           <C>            <C>            <C>                 
                               Dow                                       S&P/           S&P/
                 S&P          Jones        U.S. Small                  BARRA 500       BARRA         Merrill Lynch
                 500       Industrial        Stock          U.S.        Growth          500            Micro-Cap
                             Average         Index       Inflation                     Value             Index
    
----------------------------------------------------------------------------------------------------------------------
   
Dec 1964        16.48         18.85          23.52          1.19          N/A           N/A               N/A
Dec 1965        12.45         14.39          41.75          1.92          N/A           N/A               N/A
Dec 1966       -10.06        -15.78          -7.01          3.35          N/A           N/A               N/A
Dec 1967        23.98         19.16          83.57          3.04          N/A           N/A               N/A
Dec 1968        11.06         7.93           35.97          4.72          N/A           N/A               N/A
Dec 1969        -8.50        -11.78          -25.05         6.11          N/A           N/A               N/A
Dec 1970        4.01          9.21           -17.43         5.49          N/A           N/A               N/A
Dec 1971        14.31         9.83           16.50          3.36          N/A           N/A               N/A
Dec 1972        18.98         18.48           4.43          3.41          N/A           N/A               N/A
Dec 1973       -14.66        -13.28          -30.90         8.80          N/A           N/A               N/A
Dec 1974       -26.47        -23.58          -19.95        12.20          N/A           N/A               N/A
Dec 1975        37.20         44.75          52.82          7.01         31.72         43.38              N/A
Dec 1976        23.84         22.82          57.38          4.81         13.84         34.93              N/A
Dec 1977        -7.18        -12.84          25.38          6.77        -11.82         -2.57              N/A
Dec 1978        6.56          2.79           23.46          9.03         6.78           6.16             27.76
Dec 1979        18.44         10.55          43.46         13.31         15.72         21.16             43.18
Dec 1980        32.42         22.17          39.88         12.40         39.40         23.59             32.32
Dec 1981        -4.91         -3.57          13.88          8.94         -9.81          0.02             9.18
Dec 1982        21.41         27.11          28.01          3.87         22.03         21.04             33.62
Dec 1983        22.51         25.97          39.67          3.80         16.24         28.89             42.44
Dec 1984        6.27          1.31           -6.67          3.95         2.33          10.52            -14.97
Dec 1985        32.16         33.55          24.66          3.77         33.31         29.68             22.89
Dec 1986        18.47         27.10           6.85          1.13         14.50         21.67             3.45
Dec 1987        5.23          5.48           -9.30          4.41         6.50           3.68            -13.84
Dec 1988        16.81         16.14          22.87          4.42         11.95         21.67             22.76
Dec 1989        31.49         32.19          10.18          4.65         36.40         26.13             8.06
Dec 1990        -3.17         -0.56          -21.56         6.11         0.20          -6.85            -29.55
Dec 1991        30.55         24.19          44.63          3.06         38.37         22.56             57.44
Dec 1992        7.67          7.41           23.35          2.90         5.07          10.53             36.62
Dec 1993        9.99          16.94          20.98          2.75         1.68          18.60             31.32
Dec 1994        1.31          5.06            3.11          2.67         3.13          -0.64             1.81
Dec 1995        37.43         36.84          34.46          2.54         38.13         36.99             30.70
Dec 1996        23.07         28.84          17.62          3.32         23.96         21.99             13.88
Dec 1997        33.36         24.88          22.78          1.92         36.52         29.98             24.61
    
</TABLE>

<PAGE>


   
<TABLE>
<CAPTION>
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<S>            <C>           <C>               <C>          <C>          <C>               <C>              
                 Long-       Intermediate-       MSCI                      Long-
                  Term         Term U.S.         EAFE         6-         Term U.S.         U.S.
               U.S. Gov't      Government      (Net of      Month        Corporate        T-Bill
                 Bonds           Bonds          Taxes)       CDs           Bonds         (30-Day)
    
------------------------------------------------------------------------------------------------------
   
Dec 1925          N/A             N/A            N/A         N/A            N/A             N/A
Dec 1926          7.77            5.38           N/A         N/A           7.37            3.27
Dec 1927          8.93            4.52           N/A         N/A           7.44            3.12
Dec 1928          0.10            0.92           N/A         N/A           2.84            3.56
Dec 1929          3.42            6.01           N/A         N/A           3.27            4.75
Dec 1930          4.66            6.72           N/A         N/A           7.98            2.41
Dec 1931         -5.31           -2.32           N/A         N/A           -1.85           1.07
Dec 1932         16.84            8.81           N/A         N/A           10.82           0.96
Dec 1933         -0.07            1.83           N/A         N/A           10.38           0.30
Dec 1934         10.03            9.00           N/A         N/A           13.84           0.16
Dec 1935          4.98            7.01           N/A         N/A           9.61            0.17
Dec 1936          7.52            3.06           N/A         N/A           6.74            0.18
Dec 1937          0.23            1.56           N/A         N/A           2.75            0.31
Dec 1938          5.53            6.23           N/A         N/A           6.13            -0.02
Dec 1939          5.94            4.52           N/A         N/A           3.97            0.02
Dec 1940          6.09            2.96           N/A         N/A           3.39            0.00
Dec 1941          0.93            0.50           N/A         N/A           2.73            0.06
Dec 1942          3.22            1.94           N/A         N/A           2.60            0.27
Dec 1943          2.08            2.81           N/A         N/A           2.83            0.35
Dec 1944          2.81            1.80           N/A         N/A           4.73            0.33
Dec 1945         10.73            2.22           N/A         N/A           4.08            0.33
Dec 1946         -0.10            1.00           N/A         N/A           1.72            0.35
Dec 1947         -2.62            0.91           N/A         N/A           -2.34           0.50
Dec 1948          3.40            1.85           N/A         N/A           4.14            0.81
Dec 1949          6.45            2.32           N/A         N/A           3.31            1.10
Dec 1950          0.06            0.70           N/A         N/A           2.12            1.20
Dec 1951         -3.93            0.36           N/A         N/A           -2.69           1.49
Dec 1952          1.16            1.63           N/A         N/A           3.52            1.66
Dec 1953          3.64            3.23           N/A         N/A           3.41            1.82
Dec 1954          7.19            2.68           N/A         N/A           5.39            0.86
Dec 1955         -1.29           -0.65           N/A         N/A           0.48            1.57
Dec 1956         -5.59           -0.42           N/A         N/A           -6.81           2.46
Dec 1957          7.46            7.84           N/A         N/A           8.71            3.14
Dec 1958         -6.09           -1.29           N/A         N/A           -2.22           1.54
Dec 1959         -2.26           -0.39           N/A         N/A           -0.97           2.95
Dec 1960         13.78           11.76           N/A         N/A           9.07            2.66
    
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT


<S>              <C>          <C>                <C>        <C>            <C>              <C>                          
                 Long-       Intermediate-       MSCI                      Long-
                  Term         Term U.S.         EAFE         6-         Term U.S.         U.S.
               U.S. Gov't      Government      (Net of      Month        Corporate        T-Bill
                 Bonds           Bonds          Taxes)       CDs           Bonds         (30-Day)

------------------------------------------------------------------------------------------------------
   
Dec 1961          0.97            1.85           N/A         N/A           4.82            2.13
Dec 1962          6.89            5.56           N/A         N/A           7.95            2.73
Dec 1963          1.21            1.64           N/A         N/A           2.19            3.12
Dec 1964          3.51            4.04           N/A         4.17          4.77            3.54
Dec 1965          0.71            1.02           N/A         4.68          -0.46           3.93
Dec 1966          3.65            4.69           N/A         5.76          0.20            4.76
Dec 1967         -9.18            1.01           N/A         5.47          -4.95           4.21
Dec 1968         -0.26            4.54           N/A         6.45          2.57            5.21
Dec 1969         -5.07           -0.74           N/A         8.70          -8.09           6.58
Dec 1970         12.11           16.86          -11.66       7.06          18.37           6.52
Dec 1971         13.23            8.72          29.59        5.36          11.01           4.39
Dec 1972          5.69            5.16          36.35        5.39          7.26            3.84
Dec 1973         -1.11            4.61          -14.92       8.60          1.14            6.93
Dec 1974          4.35            5.69          -23.16      10.20          -3.06           8.00
Dec 1975          9.20            7.83          35.39        6.51          14.64           5.80
Dec 1976         16.75           12.87           2.54        5.22          18.65           5.08
Dec 1977         -0.69            1.41          18.06        6.11          1.71            5.12
Dec 1978         -1.18            3.49          32.62       10.21          -0.07           7.18
Dec 1979         -1.23            4.09           4.75       11.90          -4.18           10.38
Dec 1980         -3.95            3.91          22.58       12.33          -2.76           11.24
Dec 1981          1.86            9.45          -2.28       15.50          -1.24           14.71
Dec 1982         40.36           29.10          -1.86       12.18          42.56           10.54
Dec 1983          0.65            7.41          23.69        9.65          6.26            8.80
Dec 1984         15.48           14.02           7.38       10.65          16.86           9.85
Dec 1985         30.97           20.33          56.16        7.82          30.09           7.72
Dec 1986         24.53           15.14          69.44        6.30          19.85           6.16
Dec 1987         -2.71            2.90          24.63        6.59          -0.27           5.47
Dec 1988          9.67            6.10          28.27        8.15          10.70           6.35
Dec 1989         18.11           13.29          10.54        8.27          16.23           8.37
Dec 1990          6.18            9.73          -23.45       7.85          6.78            7.81
Dec 1991         19.30           15.46          12.13        4.95          19.89           5.60
Dec 1992          8.05            7.19          -12.17       3.27          9.39            3.51
Dec 1993         18.24           11.24          32.56        2.88          13.19           2.90
Dec 1994         -7.77           -5.14           7.78        5.40          -5.76           3.90
Dec 1995         31.67           16.80          11.21        5.21          27.20           5.60
Dec 1996         -0.93            2.10           6.05        5.21          1.40            5.21
Dec 1997         15.85            8.38           1.78        5.71          12.95           5.26
    


<PAGE>
</TABLE>

   
<TABLE>
<CAPTION>
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<S>             <C>          <C>          <C>                <C>          <C>             <C>             <C>            
                NAREIT                                                    Lipper          MSCI
                Equity       Russell       Wilshire                      Balanced       Emerging           Bank
                 REIT          2000       Real Estate        S&P           Fund          Markets          Savings
                 Index        Index       Securities         400          Index        Free Index         Account
    
-----------------------------------------------------------------------------------------------------------------------
   
Dec 1925          N/A          N/A            N/A            N/A           N/A             N/A              N/A
Dec 1926          N/A          N/A            N/A            N/A           N/A             N/A              N/A
Dec 1927          N/A          N/A            N/A            N/A           N/A             N/A              N/A
Dec 1928          N/A          N/A            N/A            N/A           N/A             N/A              N/A
Dec 1929          N/A          N/A            N/A            N/A           N/A             N/A              N/A
Dec 1930          N/A          N/A            N/A            N/A           N/A             N/A             5.30
Dec 1931          N/A          N/A            N/A            N/A           N/A             N/A             5.10
Dec 1932          N/A          N/A            N/A            N/A           N/A             N/A             4.10
Dec 1933          N/A          N/A            N/A            N/A           N/A             N/A             3.40
Dec 1934          N/A          N/A            N/A            N/A           N/A             N/A             3.50
Dec 1935          N/A          N/A            N/A            N/A           N/A             N/A             3.10
Dec 1936          N/A          N/A            N/A            N/A           N/A             N/A             3.20
Dec 1937          N/A          N/A            N/A            N/A           N/A             N/A             3.50
Dec 1938          N/A          N/A            N/A            N/A           N/A             N/A             3.50
Dec 1939          N/A          N/A            N/A            N/A           N/A             N/A             3.40
Dec 1940          N/A          N/A            N/A            N/A           N/A             N/A             3.30
Dec 1941          N/A          N/A            N/A            N/A           N/A             N/A             3.10
Dec 1942          N/A          N/A            N/A            N/A           N/A             N/A             3.00
Dec 1943          N/A          N/A            N/A            N/A           N/A             N/A             2.90
Dec 1944          N/A          N/A            N/A            N/A           N/A             N/A             2.80
Dec 1945          N/A          N/A            N/A            N/A           N/A             N/A             2.50
Dec 1946          N/A          N/A            N/A            N/A           N/A             N/A             2.20
Dec 1947          N/A          N/A            N/A            N/A           N/A             N/A             2.30
Dec 1948          N/A          N/A            N/A            N/A           N/A             N/A             2.30
Dec 1949          N/A          N/A            N/A            N/A           N/A             N/A             2.40
Dec 1950          N/A          N/A            N/A            N/A           N/A             N/A             2.50
Dec 1951          N/A          N/A            N/A            N/A           N/A             N/A             2.60
Dec 1952          N/A          N/A            N/A            N/A           N/A             N/A             2.70
Dec 1953          N/A          N/A            N/A            N/A           N/A             N/A             2.80
Dec 1954          N/A          N/A            N/A            N/A           N/A             N/A             2.90
Dec 1955          N/A          N/A            N/A            N/A           N/A             N/A             2.90
Dec 1956          N/A          N/A            N/A            N/A           N/A             N/A             3.00
Dec 1957          N/A          N/A            N/A            N/A           N/A             N/A             3.30
Dec 1958          N/A          N/A            N/A            N/A           N/A             N/A             3.38
Dec 1959          N/A          N/A            N/A            N/A           N/A             N/A             3.53
Dec 1960          N/A          N/A            N/A            N/A           5.77            N/A             3.86
Dec 1961          N/A          N/A            N/A            N/A          20.59            N/A             3.90
    
</TABLE>

<PAGE>


   
<TABLE>
<CAPTION>
                  PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

<S>             <C>          <C>          <C>               <C>          <C>             <C>              <C>                
                NAREIT                                                    Lipper          MSCI
                Equity       Russell       Wilshire                      Balanced       Emerging           Bank
                 REIT          2000       Real Estate        S&P           Fund          Markets          Savings
                 Index        Index       Securities         400          Index        Free Index         Account
    
-----------------------------------------------------------------------------------------------------------------------
   
Dec 1962          N/A          N/A            N/A            N/A          -6.80            N/A             4.08
Dec 1963          N/A          N/A            N/A            N/A          13.10            N/A             4.17
Dec 1964          N/A          N/A            N/A            N/A          12.36            N/A             4.19
Dec 1965          N/A          N/A            N/A            N/A           9.80            N/A             4.23
Dec 1966          N/A          N/A            N/A            N/A          -5.86            N/A             4.45
Dec 1967          N/A          N/A            N/A            N/A          15.09            N/A             4.67
Dec 1968          N/A          N/A            N/A            N/A          13.97            N/A             4.68
Dec 1969          N/A          N/A            N/A            N/A          -9.01            N/A             4.80
Dec 1970          N/A          N/A            N/A            N/A           5.62            N/A             5.14
Dec 1971          N/A          N/A            N/A            N/A          13.90            N/A             5.30
Dec 1972         8.01          N/A            N/A            N/A          11.13            N/A             5.37
Dec 1973        -15.52         N/A            N/A            N/A          -12.24           N/A             5.51
Dec 1974        -21.40         N/A            N/A            N/A          -18.71           N/A             5.96
Dec 1975         19.30         N/A            N/A            N/A          27.10            N/A             6.21
Dec 1976         47.59         N/A            N/A            N/A          26.03            N/A             6.23
Dec 1977         22.42         N/A            N/A            N/A          -0.72            N/A             6.39
Dec 1978         10.34         N/A           13.04           N/A           4.80            N/A             6.56
Dec 1979         35.86        43.09          70.81           N/A          14.67            N/A             7.29
Dec 1980         24.37        38.58          22.08           N/A          19.70            N/A             8.78
Dec 1981         6.00          2.03          7.18            N/A           1.86            N/A             10.71
Dec 1982         21.60        24.95          24.47          22.68         30.63            N/A             11.19
Dec 1983         30.64        29.13          27.61          26.10         17.44            N/A             9.71
Dec 1984         20.93        -7.30          20.64          1.18           7.46            N/A             9.92
Dec 1985         19.10        31.05          22.20          35.58         29.83            N/A             9.02
Dec 1986         19.16         5.68          20.30          16.21         18.43            N/A             7.84
Dec 1987         -3.64        -8.77          -7.86          -2.03          4.13            N/A             6.92
Dec 1988         13.49        24.89          24.18          20.87         11.18           40.43            7.20
Dec 1989         8.84         16.24          2.37           35.54         19.70           64.96            7.91
Dec 1990        -15.35        -19.51        -33.46          -5.12          0.66          -10.55            7.80
Dec 1991         35.70        46.05          20.03          50.10         25.83           59.91            4.61
Dec 1992         14.59        18.41          7.36           11.91          7.46           11.40            2.89
Dec 1993         19.65        18.91          15.24          13.96         11.95           74.83            2.73
Dec 1994         3.17         -1.82          1.64           -3.57         -2.05           -7.32            4.96
Dec 1995         15.27        28.44          13.65          30.94         24.89           -5.21            5.24
Dec 1996         35.26        16.53          36.87          19.20         13.01           6.03             4.95
Dec 1997         20.29        22.36          19.80          32.26         20.05          -11.59            5.17

    
</TABLE>
<PAGE>

   
                                   APPENDIX C

                            OTHER PIONEER INFORMATION

The Pioneer group of mutual funds was  established  in 1928 with the creation of
Pioneer Fund.  Pioneer is one of the oldest and most experienced  money managers
in the United States.

As of December 31, 1997,  PMC employed a  professional  investment  staff of 58,
with a  combined  average  of 12 years'  experience  in the  financial  services
industry.

Total  assets  of  all  Pioneer   mutual  funds  at  December  31,  1997,   were
approximately $19.8 billion representing 1,177,148 shareholder accounts, 791,468
non-retirement accounts and 385,680 retirement accounts.
    

<PAGE>

                       PIONEER TAX-FREE INCOME FUND

                                     PART C

                                OTHER INFORMATION

   
Item 24. Financial Statements and Exhibits


  (a)      Financial Statements:

  The financial  highlights of the Registrant for the fiscal year ended December
  31,  1997  are  included  in  Part A of the  Registration  Statement  and  the
  financial statements of the Registrant are incorporated by reference into Part
  B of the  Registration  Statement from the 1997 Annual Report to  Shareholders
  for the year ended  December  31, 1997 (filed  electronically  on February 23,
  1998 file no. 2-57653; (accession number 0000202679-98-000004).

  (b)          Exhibits:

  (1)          Agreement and Declaration of Trust.*

  (1)(a)        Establishment and Designation of Class B Shares.*

  (1)(b)        Establishment and Designation of Class C Shares.+

  (2)           By-Laws.*

  (3)           Inapplicable.

  (4)           Inapplicable.

  (5)           Management Contract with Pioneering
                Management Corporation.*

  (6)           Underwriting Agreement with Pioneer
                Funds Distributor, Inc.*

  (7)           Inapplicable.

  (8)           Custodian Agreement.*

  (9)           Investment Company Service Agreement with Pioneering
                Services Corporation.*

  (10)          Inapplicable.

  (11)          Consent of Independent Public Accountants
                (Arthur Andersen LLP).**

  (12)          Inapplicable.

  (13)          Understanding - Incorporated herein by
                reference to Post-effective Amendment No. 8 filed March
                18, 1980.

  (14)          Inapplicable.

  (15)(a)      Class A Plan of Distribution.*

    (b)        Class B Plan of Distribution.*

    (c)        Class C Plan of Distribution.+

 (16)          Inapplicable.

 (17)          Financial Data Schedule.**

 (18)          Multiple Class Plan Pursuant to Rule 18f-3.+

 (19.1)        Power of Attorney for Mary K. Bush**
--------------



        *  Incorporated  by  reference  from  the  Registrant's   Post-Effective
        Amendment No. 34 to the Registration  Statement as filed  electronically
        with the Securities and Exchange Commission on April 26, 1995 (accession
        number 0000202679-95-000010).

        +  Incorporated  by  reference  from  the  Registrant's   Post-Effective
        Amendment No. 35 to the Registration  Statement as filed  electronically
        with the Securities and Exchange  Commission on April 26, 1996
       (accession number 0000202679-96-000011).

        **  Filed Herewith 

<PAGE>

Item 25.  Persons Controlled by or Under Common Control with Registrant


 No person is controlled by the Registrant.  A common control relationship could
exist from a management  perspective  because the Chairman and  President of the
Registrant owns approximately 14%of the outstanding shares of The Pioneer Group,
Inc.  (PGI),  the parent company of the  Registrant's  investment  adviser,  and
certain  Trustees or officers of the Registrant (i) hold similar  positions with
other investment  companies advised by PGI and (ii) are directors or officers of
PGI and/or its direct or indirect subsidiaries. The following lists all U.S. and
the  principal  non-U.S.  subsidiaries  of PGI and those  registered  investment
companies with a common or similar Board of Trustees advised by PGI.

                                        OWNED BY    PERCENT    STATE/COUNTRY OF
               COMPANY                             OF SHARES     INCORPORATION
Pioneering Management Corp. (PMC)          PGI        100%        DE
Pioneer Funds Distributor, Inc. (PFD)      PMC        100%        MA
Pioneer Explorer, Inc. (PEI)               PMC        100%        DE
Pioneer Fonds Marketing GmbH (GmbH)        PFD        100%        Germany
Pioneer Forest, Inc. (PFI)                 PGI        100%        DE
CJSC "Forest-Starma" (Forest-Starma)       PFI        95%         Russia
Pioneer Metals and Technology, Inc. (PMT)  PGI        100%        DE
Pioneer Capital Corp. (PCC)                PGI        100%        DE
Pioneer SBIC Corp.                         PCC        100%        MA
Pioneer Real Estate Advisors, Inc. (PREA)  PGI        100%        DE
Pioneer Management (Ireland) Ltd. (PMIL)   PGI        100%        Ireland
Pioneer Plans Corporation (PPC)            PGI        100%        DE
PIOGlobal Corp. (PIOGlobal)                PGI        100%        DE
Pioneer Investments Corp. (PIC)            PGI        100%        MA
Pioneer Goldfields Holdings, Inc. (PGH)    PGI        100%        DE
Pioneer Goldfields Ltd. (PGL)              PGH        100%        Guernsey
Teberebie Goldfields Ltd. (TGL)            PGL        90%         Ghana
Pioneer Omega, Inc. (Omega)                PGI        100%        DE
Pioneer First Russia, Inc. (First Russia)  Omega      81.65%      DE
Pioneering Services Corp. (PSC)            PGI        100%        MA
Pioneer International Corp. (PIntl)        PGI        100%        DE
Pioneer First Polish Trust Fund JSC, S.A.
(First Polish)                             PIntl      100%        Poland
Pioneer Czech Investment Company, A.S.
(Pioneer Czech)                            PIntl      100%        Czech Republic

Registered  investment  companies that are parties to management  contracts with
PMC:



                                               BUSINESS
 FUND                                           TRUST


Pioneer International Growth Fund                 MA
Pioneer World Equity Fund                         DE
Pioneer Europe Fund                               MA
Pioneer Emerging Markets Fund                     DE
Pioneer India Fund                                DE
Pioneer Growth Trust                              MA
Pioneer Mid-Cap Fund                              DE
Pioneer Growth Shares                             DE
Pioneer Small Company Fund                        DE
Pioneer Independence Fund                         DE
Pioneer Fund                                      DE
Pioneer II                                        DE
Pioneer Real Estate Shares                        DE
Pioneer Short-Term Income Fund                    MA
Pioneer America Income Trust                      MA
Pioneer Bond Fund                                 MA
Pioneer Balanced Fund                             DE
Pioneer Intermediate Tax-Free Fund                MA
Pioneer Tax-Free Income Fund                      DE
Pioneer Money Market Trust                        DE
Pioneer Variable Contracts Trust                  DE
Pioneer Interest Shares                           DE
Pioneer Micro-Cap Fund                            DE


The following  table lists John F. Cogan,  Jr.'s  positions  with the investment
companies,  PGI and  principal  direct or indirect PGI  subsidiaries  referenced
above and the Registrant's counsel.

                                              TRUSTEE/
         ENTITY        CHAIRMAN   PRESIDENT   DIRECTOR   OTHER

Pioneer mutual
funds                     X           X          X
PGL                       X           X          X
PGI                       X           X          X
PPC                                   X          X
PIC                                   X          X
PIntl                                 X          X
PMT                                   X          X
Omega                                 X          X
PIOGlobal                             X          X
First Russia                          X          X
PCC                                              X
PSC                                              X
PMIL                                             X
PEI                                              X
PFI                                              X
PREA                                             X
Forest-Starma                                    X
PMC                       X                      X
PFD                       X                      X
TGL                       X                      X
First Polish                                             Chairman of Supervisory
                                                         Board
GmbH                                                     Chairman of Supervisory
                                                         Board
Pioneer Czech                                            Chairman of Supervisory
                                                         Board
Hale and Dorr LLP                                        Partner    

   
Item 26. Number of Holders of Securities


                                                       Number of Record Holders
         Title of Class                                as of March 31, 1998
         --------------                               ---------------------

         Class A Shares                                                12,304

         Class B Shares                                                   182

         Class C Shares                                                     32
    

Item 27. Indemnification

         Except for the  Agreement and  Declaration  of Trust  establishing  the
Registrant as a Trust under Delaware law,  there is no contract,  arrangement or
statute under which any trustee,  officer,  underwriter or affiliated  person of
the Registrant is insured or indemnified. The Agreement and Declaration of Trust
provides that no Trustee or officer will be indemnified against any liability to
which the  Registrant  would  otherwise  be subject by reason of or for  willful
misfeasance,  bad faith, gross negligence or reckless disregard of such person's
duties.

         Insofar as  indemnification  for liability arising under the Securities
Act of 1933, as amended (the "Act"), may be available to directors, officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment of the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

Item 28. Business and Other Connections of Investment Adviser

         All of the  information  required by this item is set forth in the Form
ADV, as amended, of Pioneering Management Corporation. The following sections of
such Form ADV are incorporated herein by reference:

         (a)      Items 1 and 2 of Part 2;

         (b)      Section IV, Business Background, of each Schedule D.

Item 29. Principal Underwriter

                  (a)      See Item 25 above.

                  (b)      Directors and Officers of PFD:

                     Positions and Offices    Positions and Offices

Name                   with Underwriter         with Registrant
----                   ----------------         ---------------

John F. Cogan, Jr.     Director and Chairman        Chairman of the Board,
                                                    President and Trustee

Robert L. Butler       Director and President       None

David D. Tripple       Director                     Executive Vice President and
                                                    Trustee

Steven M. Graziano     Senior Vice President        None

Stephen W. Long        Senior Vice President        None

Barry G. Knight        Vice President               None

William A. Misata      Vice President               None

Anne W. Patenaude      Vice President               None

   
Elizabeth B. Bennett   Vice President               None    

Gail A. Smyth          Vice President               None

Constance D. Spiros    Vice President               None

Marcy L. Supovitz      Vice President               None

Mary Kleeman           Vice President               None

Steven R. Berke        Assistant Vice President     None

   
Steven H. Forss        Assistant Vice President     None    

Mary Sue Hoban         Assistant Vice President     None

   
Debra A. Levine        Assistant Vice President     None

Junior Roy McFarland   Assistant Vice President     None

Marie E. Moynihan      Assistant Vice President     None    




<PAGE>


William H. Keough      Treasurer                    Treasurer

Roy P. Rossi           Assistant Treasurer          None

Joseph P. Barri        Clerk                        Secretary

Robert P. Nault        Assistant Clerk              Assistant Secretary

The principle  business address of each of these individuals is 60 State Street,
Boston, Massachusetts 02109-1820.

                  (c)      Not applicable.


<PAGE>



Item 30. Location of Accounts and Records

                  The accounts and records are  maintained  at the  Registrant's
office at 60 State Street, Boston, Massachusetts; contact the Treasurer.


Item 31. Management Services

                  The  Registrant  is  not a  party  to  any  management-related
service  contract,  except as described in the  Prospectus  and the Statement of
Additional Information.


Item 32. Undertakings

                  (a)      Not Applicable.

                  (b)      Not Applicable.

                  (c) The  Registrant  undertakes  to  deliver,  or  cause to be
                  delivered  with the  Prospectus,  to each  person  to whom the
                  Prospectus is sent or given a copy of the Registrant's  report
                  to  shareholders   furnished   pursuant  to  and  meeting  the
                  requirements of Rule 30d-1 under the Investment Company Act of
                  1940 from which the specified  information is  incorporated by
                  reference,  unless such person  currently holds  securities of
                  the  Registrant  and  otherwise  has  received  a copy of such
                  report,  in  which  case  the  Registrant  shall  state in the
                  Prospectus  that it will furnish,  without  charge,  a copy of
                  such report on request,  and the name,  address and  telephone
                  number  of the  person  to  whom  such  a  request  should  be
                  directed.


<PAGE>


                                   SIGNATURES


   
         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, the Registrant  certifies that it meets all the
requirements  for  effectiveness  of this  Post-Effective  Amendment No. 37 (the
"Amendment")  to the  Registration  Statement  pursuant to Rule 485(b) under the
Securities  Act of 1933 and has duly caused this  Amendment  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts, on the 29th day of April, 1998.
    

                                                    PIONEER TAX-FREE INCOME FUND


                                             By:  /s/ David D. Tripple
                                             David D. Tripple
                                             Executive Vice President


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment has been signed below by the following  persons in the  capacities and
on the dates indicated:





         Title and Signature                      Date

Principal Executive Officer:        )
                                    )
                                    )
John F. Cogan, Jr.                  )
John F. Cogan, Jr., President       )
                                    )
Principal Financial and             )
Accounting Officer:                 )
                                    )
                                    )
/s/William H. Keough*               )
William H. Keough, Treasurer        )


A MAJORITY OF THE BOARD OF TRUSTEES:


John F. Cogan, Jr.                  )
John F. Cogan, Jr., Trustee         )
                                    )
Mary K. Bush*                       )
Mary K. Bush, Trustee               )
                                    )
Richard H. Egdahl, M.D.*            )
Richard H. Egdahl, Trustee          )
                                    )
Margaret B.W. Graham*               )
Margaret B.W. Graham, Trustee       )
                                    )
John W. Kendrick*                   )
John W. Kendrick, Trustee           )
                                    )
Marguerite A. Piret*                )
Marguerite A. Piret, Trustee        )
                                    )
/s/David D. Tripple*                )
David D. Tripple, Trustee           )
                                    )
Stephen K. West*                    )
Stephen K. West, Trustee            )
                                    )
John Winthrop*                      )
John Winthrop, Trustee              )






   
*By:     /s/ David D. Tripple          Dated: April 29, 1998
         David D. Tripple
         Attorney-in-fact    







<PAGE>


                                  Exhibit Index

Exhibit
Number   Document Title

11.               Consent of Independent Public Accountants.

17.               Financial Data Schedule.

19.1              Power of Attorney for Mary K. Bush